EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE B-3 Disclosure Requirements PRIOR TO JOBS ACT UNDER THE JOBS ACT AND THE FAST ACT Financial Information in SEC Filings  Three years of audited financial statements  Two years of audited financial statements for smaller reporting companies  Selected financial data for each of five years (or for life of issuer, if shorter) and any interim period included in the financial statements  Two years of audited financial statements  Not required to present selected financial data for any period prior to the earliest audited period presented in connection with an IPO  Within one year of IPO, EGC would report three years of audited financial statements  May omit financial information if there is a reasonable belief such will not be required at time of contemplated offering Confidential Submissions of Draft IPO Registration Statement  No confidential filing for U.S. issuers  Confidential filing for FPIs only in specified circumstances EGCs (including FPIs that are EGCs) may submit a draft IPO registration statement for confidential review prior to public filing, provided that the registration statement is publicly filed with the SEC not later than 15 days before the EGC conducts a “road show.” This supersedes the SEC’s December 2011 position on confidential submissions by FPIs Communications Before and During The Offering Process  Limited ability to “test-the-waters” EGCs, either prior to or after filing a registration statement, may “test-the-waters” by engaging in oral or written communications with QIBs and institutional accredited investors to determine interest in an offering Auditor Attestation on Internal Controls  Auditor attestation on effectiveness of internal controls over financial reporting required in second annual report after IPO  Non-accelerated filers not required to comply Transition period for compliance of up to five years Accounting Standards  Must comply with applicable new or revised financial accounting standards  Not required to comply with any new or revised financial accounting standard until such standard applies to companies that are not subject to Exchange Act public company reporting  EGCs may choose to comply with non-EGC accounting standards but may not selectively comply