directors

Director Compensation Trends: Moderate Raises, More Equity

June 28, 2011

Board directors' pay rose 7 percent last year, with technology companies giving the largest raises. Boards are also giving themselves a higher portion of equity in their compensation packages. So far, investors don't seem alarmed, as director pay increases have been justified with greater time commitments and a shortage of qualified directors. More survey results inside.
 

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.
 

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...
 

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...
 

Chamber, BRT Sue to Block SEC Proxy Access Rule

September 29, 2010

It's official: As expected, business groups are challenging the controversial Securities and Exchange Commission rule granting shareholders access to corporate proxies to nominate directors.The U.S. Chamber of Commerce and the Business Roundtable filed a petition with the U.S. Court of Appeals for the District of Columbia Circuit asking the court...
 

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...
 

Proxy Access Rules Effective Nov. 15, but Who Is Affected?

September 16, 2010

At last, Corporate America finally has the answer to a question it's been awaiting for weeks: When will the Securities and Exchange Commission's new proxy access rule take effect?The answer—Nov. 15.—arrived with the rule's publication in the Federal Register on Sept. 16. That means shareholder nominees will be allowed at...
 

Risk Oversight Tips for Directors, From Directors

September 15, 2010

With the financial crisis focusing increasing attention on corporate risk oversight in general, the topic is top of mind for boards these days. Those grappling with the board's role in overseeing the company's risk exposure can take some tips gathered from other public company directors.In a report published by The...
 

In 3-2 Vote, SEC Finally Adopts Proxy Access Rule

August 25, 2010

Corporate America get ready: Like it or not, proxy access has finally arrived.In a 3-2 vote, the Securities and Exchange Commission adopted a 451-page rule to allow shareholders access to a company's proxy materials to include their nominees to the corporate board of directors.Under the new rules, a qualifying shareholder...
 

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...
 

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...
 

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...
 

Schapiro on Proxy Plumbing, Required Disclosures

June 23, 2010

Should proxy advisory firms should be subject to greater Commission oversight and if so, what should that look like? Should there be checks on the accuracy of the information provided by proxy advisers? Are advisers who provide services to both corporations and investors managing and disclosing the resulting conflicts of...
 

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,...
 

JetBlue on Why CEO/Chair Split Works for Them

May 25, 2010

The question for public companies of whether or not to split their chairman and chief executive roles is back in sharp focus, thanks to a recent Securities and Exchange Commission rule that requires companies to explain whether they split or combine their chairman and chief executive roles and why.At Compliance...
 

Survey Shows More Work to Be Done on Comp Risk

May 17, 2010

Compensation committees may have more work to do to fully understand the level of risk in their organizations' pay plans, according to findings of a recent survey by compensation consultancy Pearl Meyer & Partners.While 60 percent of the 630 directors and employees polled say they're confident that their compensation committees...
 

SEC Investor Advisory Committee to Meet May 17

May 11, 2010

Environmental, social, and governance disclosure issues, fiduciary duty as it relates to investment advisers and registered broker-dealers, investor education, and money market funds are among the items on the agenda for next week, when a committee created to offer input on investor concerns to the Securities and Exchange Commission holds...
 

CalPERS Presses Cos. on Majority Vote Standard

March 26, 2010

The California Public Employees' Retirement System is pressing more than four dozen companies to adopt a majority vote standard in uncontested director elections.The pension giant is asking 58 U.S. companies in its portfolio to voluntarily adopt the standard, which requires unopposed Board candidates to be elected by a majority instead...
 

SEC Amends e-Proxy Rules, Launches Investor Ed Efforts

February 23, 2010

As part of efforts to reverse a decline in retail voter participation in corporate elections, the Securities and Exchange Commission has approved the proposed amendments to its so-called e-proxy rules and launched an investor education campaign.The e-proxy amendments, detailed in a 32-page adopting release published Feb. 22, provide more flexibility...
 

SEC Posts New Interpretations on Proxy Disclosure Rule

February 17, 2010

More help for companies on complying with the Securities and Exchange Commission's new Proxy Disclosure Enhancements rule: The staff of the Division of Corporation Finance has posted six new Compliance and Disclosure Interpretations.Among other things, the rule, adopted by the SEC in December, requires new disclosure about executive pay, risks and risk...
 

Shareholders Should Be More Active in Governance

February 12, 2010

Amid calls for companies to improve their governance practices, pension fund giant TIAA-CREF is calling on institutional shareholders to play a more active role in corporate governance in the post-crisis environment.In a new policy brief published this month, TIAA-CREF calls on all market participants to "undertake a comprehensive review of...
 

SEC's Aguilar on SEC, Financial Regulation Reforms

February 08, 2010

Despite the progress made during the last year, both with respect to financial reform and reform of the Securities and Exchange Commission's enforcement program, there's more work to do, according to at least one SEC official.While he praised some of the progress made to date, SEC Commissioner Luis Aguilar, in...
 

More Staff Interps on New Proxy Disclosure Rule

January 21, 2010

The Securities and Exchange Commission staff published more new Compliance and Disclosure Interpretations related to the new proxy disclosure enhancements rule.The rule, adopted by the SEC on Dec. 16, requires greater disclosure about executive pay, risks and risk oversight, and directors' experience and qualifications. It also changes the way stock...
 

SEC Posts C&DIs on Proxy Disclosure Enhancements

December 22, 2009

Consider it a holiday gift from the Securities and Exchange Commission: The staff of the Division of Corporation Finance has posted new guidance for companies on transitioning to the recently approved proxy disclosure enhancements rule.The five new Compliance & Disclosure Interpretations posted Dec. 22 comprise the staff's interpretations of how...
 

SEC Oks Tweaked Proxy Disclosure Enhancements for 2010

December 16, 2009

Those tasked with drafting proxy disclosures take note: The Securities and Exchange Commission has approved proposed amendments to its proxy disclosure rules, with some notable changes from the July proposing release, that you'll have to incorporate into your 2010 proxy disclosures.The SEC, in a 4-1 vote, okayed proposed changes to...
 

SEC Reopens Comment on Proxy Access Proposal

December 14, 2009

The Securities and Exchange Commission has re-opened the public comment period for its controversial proposal to provide shareholders access to corporate proxies to nominate director candidates.According to the Dec. 14 SEC press release, to move aims to "seek views on additional data and related analyses received by the Commission at or...
 

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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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