The 2010 proxy season will mark the beginning of a number of corporate governance changes in the United States. Most of these changes will come about as a result of the implementation of proxy disclosure enhancement rules by the U.S. Securities and Exchange Commission (the "SEC"), although other changes (such as the elimination of broker discretionary voting in electing directors) will play a part. The new disclosure will require boards of public companies to engage in thoughtful consideration of issues relating to board composition and structure, as well as the oversight of risk management and the relationship of compensation policies to risk.

Except as described in this perspective, the new rules will not affect foreign private issuers unless they voluntarily choose to follow disclosure rules applicable to U.S. domiciled companies.