Mar. 10, 2020
I am Chief Financial Officer of Computer Services, Inc. ("CSI"), a "Catch-All Issuer" as that term is used in the proposed revision to Securities Exchange Act Rule 15c2-11. I write to provide general support for the provisions within the SEC’s rule proposal. However, I wish to primarily focus my comments on paragraph (b)(5)(i)(K) of the proposed revision and its use of "officers" without qualification as those who must be identified by the issuer's disclosures.
CSI employs more than 1,200 people in 21 office locations and 205 home offices across 28 states. As may be the case with other issuers, CSI has many "officers" who do not direct corporation-wide policy and who are not "affiliates" within the meaning of Securities Exchange Act Rule 12b-2 (or Securities Act Rule 405). These more than three dozen other "officers” may be based hundreds of miles from corporate headquarters and never even be called upon to participate in meetings of CSI's Board of Directors. They are not the "officers who manage the company" (Release No. 34-87115, page 35) as a whole nor is any management activity in which they engage not subject to the direction of and control by CSI's executive officers. Any trading of issuer securities by these lesser officers will in most instances be based on personal financial considerations and in no instance based on material non-public information of which they will be unaware (with exceptions subject to CSI's trading blackout policy).
Accordingly, I respectfully suggest that the word "executive" be inserted in front of "officers" in paragraph (b)(5)(i)(K) of the proposed revision of Rule 15c2-11.
Chief Financial Officer & Treasurer