Corporate governance

U.K. Gives More Guidance on Good Comply-or-Explain Disclosure

February 28, 2012

As the European Commission weighs a tougher model of corporate oversight, Britain's Financial Reporting Council is defending its more flexible "comply or explain" approach. The FRC is meeting with companies and investor groups, and it has shed more light on what it wants to see when a company explains why it isn't complying with the standard Corporate Governance Code.
 

Controversial Proxy Access Rule Gets Its Day in Court

April 05, 2011

The Chamber of Commerce and the Business Roundtable made their best case last week for rescinding the Dodd-Frank Act's SEC proxy access rule in a federal appeals court. The rule, on hold since October, would allow shareholders with at least 3 percent of a company to nominate directors on the proxy.
 

Renault Investigation Continues to Seize Up

March 29, 2011

Recordings of internal Renault meetings suggest that the automaker may have known that spying allegations against its employees were false—but rushed ahead and fired them anyway. The news is the latest surprise in France's ever-more-complicated corporate governance disaster.
 

SEC Adds Disclosure, Credit Risk Items to Agenda

March 25, 2011

The SEC is tackling several more Dodd-Frank Act proposals this week, including independence standards for board directors who serve on compensation committees and conflict-of-interest rules for pay consultants. It will also consider new retention requirements for issuers of asset-backed securities. More details inside.
 

CalPERS Drops Annual Focus List

November 23, 2010

The California Public Employees' Retirement System has dropped it public "name-and-shame" Focus List in favor of engaging the underperforming companies in its portfolio through private contacts and proxy actions.For the 2011 proxy season, CalPERS says it will use a new screening process, the "Shareowner/Corporate Engagement Program," to identify target companies...
 

ISS Releases 2011 Proxy Voting Updates

November 22, 2010

They're here: Institutional Shareholder Services has unveiled its 2011 updates to its benchmark proxy voting guidelines.The U.S. policy updates cover new policies to address shareholder votes on say-on-pay frequency and on golden parachute provisions created by the Dodd-Frank Wall-Street Reform and Consumer Protection Act, as well as director attendance, shareholder rights...
 

Philippines Tries to Shed Poor Governance Reputation

November 22, 2010

The Philippine Stock Exchange has launched a new corporate governance code in an effort to improve standards among its listed companies.A report last year by the Asian Corporate Governance Association said the PSE had the worst governance standards of 11 Asian markets it reviewed.Developed with financial help from the British...
 

The Price of Strong Board Oversight

November 15, 2010

Once upon a time, serving as a corporate board director was a prestigious thing. Today, thanks to the intense burdens of monitoring and governance we’ve piled onto boards generally and independent directors specifically, board service is more like a pain in the backside. And now some clever academics have tried...
 

ISS Draft 2011 Proxy Voting Policies Out For Comment

October 28, 2010

Those involved in proxy voting take note: Here's your last chance to weigh in on Institutional Shareholder Services' voting policies for the upcoming proxy season.ISS has opened the annual public comment period on its 2011 draft proxy voting policies to gather input from institutional investors, corporate issuers, and others on...
 

Corp Fin Director on Dodd-Frank, Pay Rulemaking

October 26, 2010

Those interested in the governance and pay-related provisions under the Dodd-Frank Act got an update on the Securities and Exchange Commission's progress and plans for putting those rules in place, courtesy of the head of the agency's Division of Corporation Finance.With the say-on-pay rulemaking proposals now out for comment, the...
 

SEC Proposes Say-on-Pay, Proxy Vote Reporting Rules

October 19, 2010

They're here: The Securities and Exchange Commission has proposed rules requiring companies subject to the federal proxy rules to give shareholders advisory votes on executive compensation and "golden parachute" arrangements, and to require institutional investment managers to report on their votes on executive compensation and "golden parachute" arrangements.That's in line...
 

Consequences of Keeping Former CEO on Board

October 12, 2010

With succession planning a hot topic these days, corporate boards pondering whether to invite the company's current chief executive to stay on the board have something to chew on: It could negatively impact corporate performance, according to a new report from The Conference Board.Companies that retained former CEOs on boards have relatively...
 

SEC Stays Proxy Access Rule Amid Questions on Validity

October 05, 2010

Corporate America can breathe a sigh of relief—at least for now. The Securities and Exchange Commission has stayed its controversial proxy access rule until a court rules on a petition to have the rule thrown out.The surprise SEC move came in response to a Sept. 29 petition filed by the...
 

NYSE Corporate Governance Commission Issues Report

September 24, 2010

A NYSE-sponsored Commission on Corporate Governance has issued its final report, detailing 10 key principles related to the core duties and responsibilities of boards, management, and shareholders in the governance process.The Commission, established in the fall of 2009, is led by Wilson Sonsini Goodrich & Rosati Chairman Larry Sonsini and...
 

Expert Tips for Prepping for Say on Pay Votes

September 23, 2010

As compensation committees prepare for their fall meetings and the upcoming proxy season, one item that will undoubtedly be near the top of the agenda is shareholder advisory or "say on pay" votes, which will be mandatory for annual shareholder meetings in 2011, thanks to the Dodd-Frank Act.While SOP has...
 

The SEC's Busy Dodd-Frank Rulemaking Schedule

September 21, 2010

Those involved in any facet of corporate compliance, governance, and/or financial reporting now have a roadmap of sorts for what they can expect to fill up their calendar—and to submit comments on—in the coming months.The Securities and Exchange Commission has laid out a schedule of how it plans to tackle...
 

Hewlett-Packard: When They Make the Movie...

September 08, 2010

Eternally great character actor John Heard was pretty much born to play the role of ex-CEO Mark Hurd, don't you think?My prediction is that this sorry drama will either end up as a biopic movie running evenings on CNBC after the market closes, or be in the inspiration for some...
 

European Shareholders Lack Influence

September 02, 2010

The European Commission should not overestimate the role that shareholders can play in corporate governance improvement, according to a body that represents big pension funds.A recent Commission green paper on governance reform said institutional shareholders were partly to blame for the financial crisis because they hadn’t performed their ownership role...
 

It's Official: SEC to Take Up Proxy Access Aug. 25

August 18, 2010

Confirming the recent rumors, the Securities and Exchange Commission has officially posted notice that it will finally hold a vote next week on a proposal to give shareholders access to corporate proxies for nominating directors.According to the Aug. 18 Sunshine Act Meeting Notice, the SEC will hold an open meeting on Aug. 25 to...
 

What Mark Hurd and HP Tell Us About Compliance

August 12, 2010

Last Friday afternoon I had the opportunity to meet a newly minted chief compliance officer. She had been in the job only one month, was passing through town, and wanted to talk about the current events in compliance over lunch. We settled into a restaurant near my office and began...
 

What's In a Name: ISS Moniker Officially Returns

August 10, 2010

Welcome, but not surprising news for those who never stopped using it: The ISS name is officially back.Spokesman Gary Hewitt confirmed that the proxy research and voting services firm has indeed gone back to the ISS name following RMG's acquisition by MSCI, a provider of investment support tools. The deal closed June 1."We have gone...
 

New Zealand Regulator Highlights Poor Disclosures

July 28, 2010

Companies listed on New Zealand’s stock exchange need to improve their corporate governance disclosures on ethics, risk, executive pay, and shareholder relations, according to the national securities regulator’s latest review of corporate governance reporting.A review by the country’s Securities Commission found that the most-ignored corporate governance rule was one that...
 

SEC Open for Dodd Frank Rulemaking Comments

July 27, 2010

With an agenda full of congressionally mandated studies and rulemaking to tackle thanks to the Dodd-Frank Act, the Securities and Exchange Commission is trying a new approach to getting public input: inviting public comment on a number of topics even before it has proposed rules or opened official comment periods.With...
 

When Compliance and Legal Functions Collide

July 25, 2010

Compliance Week took to the road again last week, this time hosting an editorial roundtable in Chicago with Thomson Reuters to talk about the overlap of corporate legal and compliance functions. Apparently we hit upon a popular subject; normally our roundtables attract about 12 to 14 compliance executives, but this...
 

Pondering the Dodd-Frank Act

July 20, 2010

Hooray, Congress passed the Dodd-Frank regulatory reform bill into law last week! Now we can all start speculating about how ineffective, irrelevant and incomplete it is! Right? Um … right?Here’s the unvarnished truth, folks: Nobody talking about the Dodd-Frank Act today has any idea whether it will really achieve its...
 

Proxy Plumbing Concept Release on the Agenda for July 14

July 07, 2010

The long-awaited Securities and Exchange Commission "proxy plumbing" concept release to seek input on how to modernize the voting infrastructure is officially on the agency's agenda.The SEC has scheduled an open meeting for July 14 to consider whether to issue a concept release to solicit public comment on whether the agency should...
 

Conference Committee Reaches Agreement On Proxy Access

June 24, 2010

After much debate and numerous counter offers, the conference committee working on the financial regulation reform bill finally reached agreement Thursday night to adopt the original Senate bill language on proxy access, with a modification requested by Sen. Mike Crapo (R-Idaho) that would allow the Securities & Exchange Commission to exempt small...
 

Proxy Access Up in the Air, Majority Voting Out

June 24, 2010

As negotiations on the massive financial reform bill continue this afternoon, what, if anything, the legislation will say about proxy access is still very much up in the air.The issue is one of few remaining items left for conferees to hammer out as they try to wrap up their work...
 

Study Shows Serious Gaps in CEO Succession Planning

June 22, 2010

Is a lack of succession planning putting your company at risk?According to new research Heidrick & Struggles and Stanford University's Rock Center for Corporate Governance, more than half of companies today can't immediately name a permanent successor to their chief executive should the need arise.A joint survey of more than 140...
 

Elson, Hubbard Lead Study Group on Corporate Boards

June 15, 2010

A blue ribbon panel of academics, directors, and institutional investors and others plans to study the roles of boards of directors in corporate governance and issue a report on board practices later this year.The group, led by Charles Elson, director of the University of Delaware's Weinberg Center for Corporate Governance,...
 

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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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