Board of Directors

Proxy Access Efforts Starting Slow

May 15, 2012

Efforts by shareholders to win the right to nominate board members directly haven't fared well so far this proxy season. Many companies successfully petitioned the SEC for permission to ignore proxy access proposals. Of 22 proposals, only three have gone to a vote and all of them lost. Still, shareholder activists say they aren't about to give up the fight. Details inside.
 

Delaware Court Delivers Sharp Rebuke to Directors

November 15, 2011

The Delaware Court of Chancery warned directors in two recent decisions to put the interests of the company and its shareholders first. In one case, the court found the directors breached their duty of loyalty by allowing the company's largest shareholder to exert undue influence. In another case, the court ruled that the board erred when it issued preferred shares as a defense mechanism. Details inside.
 

Board Checklist: What Every Director Should Know

November 01, 2011

An increase in regulatory enforcement actions and attention to corporate governance issues is driving closer interaction between general counsels and board members. Recently, a panel of GCs discussed some practical ways to keep directors informed and offered a checklist of questions every board member should consider. More details inside.
 

The General Counsel's Role in Facilitating Board Evaluations

October 11, 2011

Regulatory pressures, shareholder scrutiny, and potential liability for directors has elevated the need for quality self-assessments by boards. In fact, the New York Stock Exchange requires them annually. General counsels and corporate secretaries can play a large role in facilitating board evaluations and ensuring that boards get the most out of them. More details inside.
 

Boards Continue to Struggle With Oversight of Risk Management

September 27, 2011

A new report suggests that boards haven't done all they would like to tackle risk-management issues. More than half of those surveyed say they don't spend enough time on them, and about the same amount say their companies still don't have a chief risk officer. Meanwhile, more than 60 percent say that personal liability risks for directors are increasing. More survey results inside.
 

Say-on-Pay Failures; Say-on-Pay Strategies

June 14, 2011

Companies that fail to win say-on-pay votes with shareholders this year—31 of them out of thousands at last count—now face another problem: shareholders suing the directors for disregarding their will. In truth, the lawsuits probably have little merit, experts say. But they do point to how companies might better deal with unhappy shareholders. More inside.
 

What the Board Needs to Know

June 07, 2011

Compliance officers increasingly report directly to the board, especially at companies that have experienced misconduct or where settlement agreements specifically require it. Inside, Douglas Lankler, chief compliance officer of Pfizer, describes his experiences updating the board on compliance issues and provides some recommendations on the best way to communicate with directors.
 

Board Diversity Down, Study Finds, Aguilar Weighs In

May 03, 2011

The number of minority men and white women decreased in Fortune 100 companies between 2004 and 2010, according to a new Alliance for Board Diversity study. In response to the release, SEC Commissioner Luis Aguilar said the "abysmal lack of diversity" was "unacceptable."
 

At Two Companies, Directors Under Fire

March 15, 2011

The SEC is pursuing enforcement actions against corporate directors in two separate cases. But rest easy; the cases seem to be isolated incidents of rogue directors stepping over the line, rather than an indication of a concerted effort by the SEC to pursue wrongdoing by board members.
 

From Tahrir Square to the Boardroom

March 08, 2011

"Fiduciary duty" might not be the phrase that comes to mind while watching news of uprisings across the Arab world, but when you perceive the uprisings as shareholders revolting against mis-governance—well, that should resonate with board directors quite loudly. Inside, Compliance Week Columnists Stephen Davis and Jon Lukomnik outline how corporations can prevent similar revolts here at home.
 

Take Advantage of the Hiatus In Corporate Governance Changes

February 08, 2011

This year, what wasn't on the agenda at the World Economic Forum in Davos might be as important as what was. The absence of executive compensation and Wall Street regulatory reform topics may signal a period of calm in corporate governance changes. Inside, Columnists Stephen Davis and Jon Lukomnik give advice on how to take advantage of the hiatus.
 

Financial Accounting Foundation Appoints New Members

November 29, 2010

The Board of Trustees of the Financial Accounting Foundation has announced the appointment of nine new members to the Financial Accounting Standards Advisory Council (FASAC). The FASAC is responsible for advising the Financial Accounting Standards Board (FASB) on technical issues, project priorities, and other matters that affect standard setting.The following...
 

FAF Names Four New Board Members

November 17, 2010

The Financial Accounting Foundation, an independent, private-sector organization responsible for the oversight of the Financial Accounting Standards Board and the Governmental Accounting Standards Board, has elected four new members to its board of trustees. Each of the appointments is for a five-year term that begins in January 2011. Among the...
 

IFAC Appoints New President

November 05, 2010

The International Federation of Accountants (IFAC), the global organization for the accountancy profession with members and associates in 125 countries, has appointed Göran Tidström of Sweden as president of IFAC for a two-year term ending in November 2012. The IFAC Council also approved the nomination of Warren Allen of New...
 

Great Plains Energy Names Chief Compliance Officer

November 04, 2010

Great Plains Energy, the holding company of Kansas City Power & Light Company, has promoted Ellen Fairchild to vice president, corporate secretary and chief compliance officer.In her new role, Fairchild will be responsible for leading KCP&L's compliance and environmental departments. In addition, she will continue her responsibilities with the board...
 

XBRL Names New President, CEO

November 02, 2010

The board of XBRL US, the national consortium for XML business reporting standards, announced this week that it has named Campbell Pryde, current Chief Standards Officer and head of development, as president and CEO. He will assume the positions from Mark Bolgiano, who will be stepping down to lead technology...
 

A.M. Castle Elects New Independent Board Member

November 01, 2010

A.M. Castle & Co., a global distributor of specialty metal and plastic products, value-added services and supply chain solutions, has appointed James "Jim" Kelly as an independent director to its board of directors on Oct. 28.With more than 34 years of experience in engine manufacturing, Kelly retired in March from...
 

Rayonier Elects New Board Member

November 01, 2010

Rayonier, an international forest products company, has elected Mark Gaumond to its board of directors, effective immediately.Gaumond retired earlier this year as senior vice chair of markets for Ernst & Young, where he oversaw the assurance, tax, transaction and advisory service lines in the Americas region. Previously, he was the...
 

Time Warner Appoints New Board Member

October 28, 2010

Time Warner has elected Paul Wachter to its board of directors, effective immediately.Wachter is the founder, CEO and a director of Main Street Advisors, an investment advisory services company.With Wachter's election, the Time Warner's board now has 13 members, 12 of whom are independent.
 

Morgan Stanley Elects New Board Member

October 25, 2010

Global financial services firm, Morgan Stanley, has elected James Owens, chairman of Caterpillar, to the firm's board of directors, effective Jan. 1, 2011. He also will serve on the nominating and governance committee. Owens served as chairman and CEO of Caterpillar from 2004 to June 2010 and is serving as...
 

UBS Promotes Chief Risk Officer

October 22, 2010

London-based UBS has promoted its group chief risk officer, Philip Lofts, to chief executive officer, UBS Group Americas. Assuming his role as group chief risk officer will be Maureen Miskovic, who also will serve as a member of the group executive board. The appointments will be effective Jan. 1, 2011.Miskovic...
 

New Director at Hartford Financial Services Group

October 13, 2010

The Hartford Financial Services Group, an insurance and wealth management company, has announced in an 8-K filing the election of Kathryn Mikells to its board of directors. She also will serve on the legal and public affairs committee; compensation and personnel committee; and finance, investment and risk management committee.Mikells was...
 

Edgar Online Names Interim CEO

October 11, 2010

EDGAR Online, a provider of XBRL (eXtensible Business Reporting Language) filing services, datasets and analysis tools, dropped a bombshell recently: president, chief executive officer, and board member, Philip Moyer, resigned from his positions on Sept. 30, citing "personal reasons."Interestingly, his resignation follows the departure of Chief Financial Officer John Ferrara,...
 

KB Home Elects New Board Member

October 08, 2010

Homebuilder, KB Home, has elected Barbara Alexander to its board of directors. She also will serve on the board's audit and compliance committee.Her appointment brings the total number of directors to 10, nine of which are independent. Alexander has been an independent consultant since January 2004. Prior to that, she...
 

NIRI Elects New Board Chairman

October 04, 2010

The National Investor Relations Institute has elected Douglas Wilburne, vice president of investor relations for Textron, as the 2011 chairman of its board of directors. He succeeds Brad Wilks, CEO and managing director of Sard Verbinnen & Co.During his tenure as NIRI chair, Wilburne said he plans to focus on...
 

Hi Score Corporation CFO Appointed to Board

September 24, 2010

Peter Ruggeri, chief financial officer of Hi Score Corporation, a Miami, Fla.-based supplier of eco-friendly lighting products, has been appointed to the company's board of directors. He replaces Joseph Anounou, a member of the board since June, who has resigned from his position to pursue other opportunities.Ruggeri began working with...
 

Eastman Kodak Appoints New Board Member

September 22, 2010

Eastman Kodak Company announced that Kyle Prechtl Legg, former Chief Executive Officer of Legg Mason Capital Management, was elected to the company's board of directors, effective immediately. In addition, she will serve on the corporate responsibility and governance committee, as well as the executive compensation committee.Legg, whose election brings the...
 

Iron Mountain Appoints New Board Member

September 20, 2010

Iron Mountain Incorporated has appointed Paul Deninger, a vice chairman of Jefferies & Company, the principal operating subsidiary of Jefferies Group, to its board of directors. Deninger is currently a vice chairman of Jefferies, a global securities and investment banking firm. He joined the company in 2003 after it acquired...
 

Lowe's Names New Board Member

August 20, 2010

Home improvement retailer, Lowe's Companies, has appointed Raul Alvarez to its board of directors. He also will serve on the board's governance and audit committees. Alvarez served as president and chief operating officer of McDonald's Corporation from 2006 until his retirement in December 2009. He joined McDonald's in 1994 and...
 

IMA Elects New Chairman

August 16, 2010

IMA, the association for accountants and financial professionals in business, has elected Sandra Richtermeyer as chair its board of directors for the 2010-2011 fiscal year. Through June 30, 2011, Richtermeyer will serve as the senior volunteer leader for the organization’s worldwide network of more than 60,000 accounting and finance professionals,...
 

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Deloitte is conducting their annual Look Before You Leap: Managing Risks in Global Investments survey to better understand the approaches companies are taking to address compliance and integrity-related risks in emerging markets. 

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