SEC Comment Letter for COMCAST CORP (CCZ, CMCSA) (CIK 0001166691) (CCZ) — Sep 2, 2022
COMCAST CORP (CCZ, CMCSA) (CIK 0001166691)
Date: Sept. 2, 2022 · CIK: 0001166691 · Accession: 0000000000-22-009617
AI Filing Summary & Sentiment
File numbers found in text: 001-32871
Letter
United States securities and exchange commission logo September 2, 2022 Brian L. Roberts Chairman, President and Chief Executive Officer Comcast Corporation One Comcast Center Philadelphia, Pennsylvania 19103 Re:Comcast Corporation Definitive Proxy Statement on Schedule 14A Filed April 22, 2022 File No. 001-32871 Dear Mr. Roberts: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed April 22, 2022 General 1.Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of the Lead Independent Director is brought to bear in connection with your board’s role in risk oversight. 2.Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may:
•represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself. 3.Please expand upon how your board administers its risk oversight function. For example, please disclose:
FirstName LastNameBrian L. Roberts Comapany NameComcast Corporation September 2, 2022 Page 2 FirstName LastName Brian L. Roberts Comcast Corporation September 2, 2022 Page 2 •why your board elected to retain direct oversight responsibility for core enterprise risks, rather than assign oversight to a board committee; •the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •how the board interacts with management to address existing risks and identify significant emerging risks; •to whom your Chief Compliance Officer reports; and •how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551- 3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 2, 2022
Brian L. Roberts
Chairman, President and Chief Executive Officer
Comcast Corporation
One Comcast Center
Philadelphia, Pennsylvania 19103
Re:Comcast Corporation
Definitive Proxy Statement on Schedule 14A
Filed April 22, 2022
File No. 001-32871
Dear Mr. Roberts:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 22, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address how the experience of the Lead Independent Director is brought to
bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:
FirstName LastNameBrian L. Roberts
Comapany NameComcast Corporation
September 2, 2022 Page 2
FirstName LastName
Brian L. Roberts
Comcast Corporation
September 2, 2022
Page 2
•why your board elected to retain direct oversight responsibility for core enterprise
risks, rather than assign oversight to a board committee;
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•to whom your Chief Compliance Officer reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program