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Recent Columns By Former NIRI CEO Louis Thompson

Louis Thompson Jr. is the former president and chief executive officer of the National Investor Relations Institute, where he served for more than two decades. An adviser to the SEC and the NYSE, Thompson is currently serving a second term on the NYSE Individual Investor Advisory Committee. A former member of the Harvard University New Foundations Working Group on corporate governance, Thompson's most recent columns for Compliance Week are below:

A Look Back on the Evolution of Shareholder Communications

February 25, 2014

Over the last several years the way companies interact with shareholders has evolved, from simple corporate communications to finance-centered investor relations to a more sophisticated model that includes board and governance communication and expanded disclosure. Inside, columnist Lou Thompson reflects on the major changes that have taken place in the way companies communicate with shareholders.

Crowdfunding: Capital Raising Boon or Investor Fleecing Bust?

January 14, 2014

The Securities and Exchange Commission recently proposed a ten-fold increase in the money new businesses can raise before having to register securities with the agency, as well as new rules for crowdfunding. Will the regulations become a panacea for job creation or, as some suggest, a license to commit fraud? Inside, columnist Lou Thompson explores the new rules and looks at whether there are enough protections to keep investors from getting fleeced.

When Pension Funds Turn Activists

December 17, 2013

There's a new wrinkle to contend with during the coming proxy season next year: Previously docile public pension funds are turning increasingly activist. Funds like CalPERS and CalSTRS are taking a more activist role, directly contacting company boards to ask for governance changes and voting against directors who ignore their demands. Inside, columnist Lou Thompson examines the trend and looks at what it means for communications between boards and shareholders.

When a 'Say-on-Pay' Win Is Not a Win

November 12, 2013

So a majority of shareholders approved your executive compensation plan during this year's "say-on-pay" vote. So everything is fine, right? Wrong. If the plan passed, but barely, the board could still be in trouble, particularly the compensation committee. Inside, columnist Lou Thompson provides lessons from say-on-pay votes this year and explains how a shareholder communication plan is the best defense against losing a say-on-pay vote.

CEOs and Boards Slow to Embrace Sustainability Reporting

October 16, 2013

The number of U.S.-based companies issuing sustainability reports may have reached a record high this year, but that doesn't mean the concept is catching fire. New research suggests CEOs and boards pay sustainability reporting more lip-service than real attention. Inside, columnist Lou Thomson explores why companies still don't do a good job on such reports and what shareholders are doing about it.

Get Ready for the Pay Ratio Rule

September 17, 2013

As early as Wednesday the Securities and Exchange Commission will be rolling out rules for companies to disclose the ratio of CEO pay to that of the rank and file. If anyone thinks that the calculation will be simple, just consider that the SEC needed three years to come up with a proposal. Inside, columnist Lou Thompson looks at the controversy surrounding the rule and the job companies will have in communicating the numbers to investors.

Time to End the Jump Some Investors Get on Information?

August 20, 2013

Some information providers are collecting a premium from institutional investor clients to provide an early glimpse at potential market-moving information. Now critics of the practice, including New York Attorney General Eric Schneiderman, say it's time to level the field. Inside, columnist Lou Thompson, examines whether some investors are getting a head start on information and the efforts to end the practice.

New Sustainability Reporting Guidelines Call for Focus on Materiality

July 02, 2013

The Global Reporting Initiative—the non-profit organization that has developed the de facto set of standards for sustainability reporting—recently rolled out the next generation of reporting guidelines, known as G4, which call for a greater focus on materiality in sustainability reporting. Inside, Columnist Lou Thompson provides some ideas on complying with the new standards. He says companies should abandon the glossy feel-good sustainability reports and focus on what they are really doing.

Beware of Expert Networks

June 18, 2013

Corporate compliance and investor relations officers beware: Employees at your companies may be participating in so-called "expert networks," which could expose them to charges of insider trading and the company to reputational damage. Inside, Columnist Lou Thompson surveys the expert network landscape and the dangers lurking for companies and their professional employees.

Will Facebook Become the New Disclosure Outlet?

May 14, 2013

For those who want to be first out of the gate to communicate material, previously non-public information through social media Websites, there is now a clearer path to do so, but with certain precautions that may not be obvious with a first reading of the new guidance from the SEC. Inside, Columnist Lou Thompson looks at what the new guidance means for the future of social media disclosure.

The State of Investor Relations

April 16, 2013

What is the state of investor relations in the United States and globally? IR professionals say they are increasingly seeking investors abroad, communicating more non-financial information, using social media more often, and playing a bigger role in the C-suite and boardroom. Inside, Columnist Lou Thompson surveys the latest trends on communicating with shareholders and finds that investors want more information on cash-flow projections, company debt, and governance policies.

The Dos and Don'ts of Board-Shareholder Communication

February 20, 2013

What should corporate directors do when shareholders knock on their door this proxy season and ask to discuss, face to face, how they execute their job of overseeing management? Proceed with caution, but proceed, says Columnist Louis Thompson. Inside, he provides tips on how to prepare directors for such meetings and what the discussions should and shouldn't cover.

The Time Has Come to Revise Regulation FD

January 23, 2013

When Regulation Fair Disclosure was enacted 12 years ago, Facebook creator Mark Zuckerberg was in high school and the first Twitter message was still six years off. These technologies have changed the way companies communicate with shareholders, but the rules that govern disclosure methods haven't been updated to account for them. Inside, Columnist Lou Thompson explains why its time for a reboot on Reg FD.

Companies Push Back on Executive Compensation Perceptions

December 04, 2012

As companies prepare their communication strategies for the 2013 proxy season, more of them plan on defending their executive compensation practices and taking that message directly to investors. Inside, Columnist Lou Thompson looks at the trends in shareholder communication and what they mean for the coming proxy season.

Getting the Word Out on Sustainability Progress

November 20, 2012

According to several new surveys and reports, companies are making progress on improving their environmental, social, and corporate governance programs. Yet many of those same studies say the public perception of them hasn't changed much. Inside, Columnist Lou Thompson examines how companies communicate their accomplishments in these areas, especially to investors, and why they need to do a better job of it.

Breaking the Culture of Cheating

October 16, 2012

Are future business leaders coming up through schools where the prevailing culture is that cheating is accepted if it gets students closer to their lofty goals? Two recent cheating scandals and several studies suggest they may be. Inside, Columnist Lou Thompson looks at how corporate wrongdoing leads to more regulation, but not enough emphasis on teaching ethics and integrity in our business schools.

Could Mandatory Integrated Reporting Be on the Horizon?

September 18, 2012

Advocates of integrated reporting—one report combining financial and non-financial information—have been pushing the concept for well over a decade, yet only a smattering of companies have adopted it. Inside, Columnist Lou Thompson looks at the latest arguments for integrated reporting, as well as the potential for some countries to make it mandatory.

Proxy Season Wrap Up: What We Learned in 2012

August 21, 2012

The 2012 proxy season ended up being a fairly mild one with few clashes between companies and activist shareholders, thanks to increased corporate outreach to large investor groups. Inside, Columnist Lou Thompsons reviews the 2012 proxy season and finds that shareholders and companies are ironing out their differences before they become heated proxy confrontations.

Toward Better Sustainability Reporting

July 24, 2012

While seeds of mandatory environmental, social, and governance reporting are being sown by some international exchanges, what is more profound is the growing number of global and U.S.-based companies that are voluntarily publishing reports on their initiatives in the area. Inside, Columnist Lou Thompson looks at efforts to improve ESG and sustainability reports.

It's So Hard to Say 'I'm Sorry'

June 19, 2012

JPMorgan Chase CEO Jamie Dimon recently went to Congress and said "we are sorry" for the bank's massive trading losses that currently stand at $3 billion. It was just the latest in a recent string of company mea culpas, including those by Goldman Sachs, BP, News Corp., and Citigroup. Inside, Columnist Lou Thompson looks at the delicate act of issuing a corporate apology and when it does, and doesn't, make sense.

The 'Occupy' Movement: Coming Soon to a Shareholder Meeting Near You

May 15, 2012

The Occupy Wall Street movement is taking its protests to annual shareholder meetings, where it has already caused havoc for Wells Fargo, Bank of America, and even non-banks, such as Carnival Cruise Lines. Inside, Columnist Lou Thompson takes a look at the increasingly sophisticated organization and offers some tips on what to do if OWS is planning to occupy your shareholder meeting.

Public Responses to Privacy Breaches

April 10, 2012

Oh, joy: Your company has had a data breach. Now comes the high-wire act of deciding how, and when, to announce that fact to the world. This week, Columnist Lou Thompson reviews the guidance for how to disclose a breach and the conflicting pressures that force companies to act faster than they'd like. "You have a bundle of variables to consider," he writes, "and the process is anything but simple."

Does It Make Sense to Relax Regulations for Small Companies?

March 20, 2012

If Congress has its way, small companies that want to go public could luck out with a less-rigorous initial public offering process and exemptions from numerous Dodd-Frank Act and Sarbanes-Oxley Act requirements. But is it a bad deal for investors? This week Columnist Lou Thompson examines the pending legislation and considers the consequences.

Pre-empt Binding Say-on-Pay With Real Reform

February 14, 2012

If the United Kingdom adopts binding say-on-pay votes, can the United States be far behind? There's a history of business regulation taking root in Britain and Europe and then migrating to the United States. If companies want to head off that development, says Columnist Lou Thompson, they will need to make some voluntary reforms on executive compensation.

What the (Near) Future of Shareholder Communications Holds

January 24, 2012

As we look ahead at what information best-in-class companies will communicate to shareholders in the coming year and the methods they will use to communicate it, it's worth a quick review of innovations tried last year that met with only marginal success or outright failure. Columnist Lou Thompson looks at fifth analyst calls, virtual annual meetings, sustainability disclosure and more.

The Downside of Crowdfunding

December 13, 2011

In the name of job creation, Congress passed a series of bills that make it easier for small companies to raise funds without registering with the SEC and to use social media sites to do it. But could it open investors up to fraud and manipulation? Inside, Columnist Lou Thompson looks at the dark side of "crowdfunding," and why it might not be such a hot idea.

Preparing for Proxy Season 2012

November 22, 2011

Speaking of proxy season, Columnist Lou Thompson covers some of the trends he expects to play out in the coming year. He says the pendulum continues to swing toward greater involvement by shareholders in the proxy process. Also inside, the latest thinking on shareholder meetings and tips for conducting shareholder outreach.

It Pays to Get on Board the ESG Bandwagon

October 11, 2011

More companies are reporting their corporate sustainability efforts using the Global Reporting Initiative framework, but the portion of the Fortune 500 doing so still stands at 20 percent—far less than their European peers (45 percent). A recent survey that finds GRI reporters far outperform non-reporters, however, may entice more companies to join the crowd. Inside, Columnist Lou Thompson makes the case for why they should.

How Storytelling Fills in the Lines of Regulatory Ambiguity

September 20, 2011

Each new enforcement action brings a new set of characters and plot twists, as the case unfolds and lessons are learned about compliance errors. But as Columnist Louis Thompson observes, they also build a living library of compliance tales that bring rules and regulations to life and illustrate their complex concepts.

Why You Should Be Talking to Hedge Funds

August 23, 2011

The Dodd-Frank Act includes a number of provisions intended to lift the shroud of secrecy that has cloaked the hedge fund industry since it began decades ago. But despite new rules, details on their investment strategies will remain largely hidden. Inside, Columnist Louis Thompson examines how to get at this information and why it's more important now than ever.

Are You Ready for the ESG Reporting Revival?

July 19, 2011

When the recession hit a few years ago, many companies put on hold plans to strengthen reporting on environmental, social, and governance issues. Activist shareholders, consumed with risk-management and compensation issues, went along. Inside, Columnist Lou Thompson finds that concerns over ESG reporting are back.

Navigating Reg FD in a Hyper-Connected World

June 21, 2011

Social media could prove to be a powerful tool for communicating with shareholders, as it has for marketing. But using social media for investor relations raises an entirely different, and more immediate, set of regulatory risks, including the risk of violating Regulation Fair Disclosure. Inside Columnist Lou Thompson looks at the perils and some strategies to guard against them.

Speaking Truth to Power—and Living to Tell About It

May 17, 2011

Speaking out against corporate wrongdoing can be hazardous to your career, even at companies that say they foster a strong culture that encourages people to blow the whistle or come forward with bad news. Inside, Columnist Lou Thompson provides some pointers on how to speak truth to power and live to tell about it.

Is It Time to Add a Fifth Analyst Call?

April 19, 2011

A group of large investors is pushing companies to make some members of the board and management available before the annual meeting to answer questions on corporate governance during a "fifth analyst call." Some companies worry that such talks could risk Regulation Fair Disclosure violations. Inside, Columnist Lou Thompson offers suggestions for how to make the most of a conference call on governance.

Avoid the Dynegy Dilemma; Reach Out to Shareholders

March 15, 2011

It's one of the most bizarre examples of a corporation's failure to convince shareholders to follow management's recommendations: Dynegy's two failed merger plans and the mass resignation of its leaders. Inside, Compliance Week Columnist Lou Thompson reviews the missteps that happened along the way and offers tips on how to avoid a similar fate.

Time to Clamp Down on Access to Non-Public Information

February 15, 2011

The SEC has widened its nets on insider trading with its probe of expert networks. Inside, Columnist Louis Thompson looks at what it means for compliance officers. He also examines a questionable roadshow arrangement that could be next on the list of practices that are drawing attention from regulators.

Time to Rev Up Shareholder Outreach

January 19, 2011

With "say on pay" and plenty of other changes in the works, this proxy season could be a little more stressful than usual. Smart companies are getting a jump and reaching out to large investors. Inside, Columnist Lou Thompson provides some tips on conducting effective shareholder outreach.

Behind the Resistance to Virtual Shareholder Meetings

December 14, 2010

More companies are considering making the move to a virtual annual shareholders' meeting. But if you dare, step carefully. Some companies that have made the move have run into a massive backlash from shareholders. Columnist Lou Thompson provides some insights on the right way to leverage online capabilities and some standards for going virtual with the annual meeting.

Go Beyond Compliance for Better Investor Communication

November 16, 2010

With the Securities and Exchange Commission proposing a slew of changes to proxy disclosure and shareholder communications practices based on the Dodd-Frank Act, it’s time for companies to adopt a “lean forward” approach to investor communications, particularly in the proxy statement. Yet, as companies prepare for the 2011 proxy season, they seem to be taking a “lean back” approach to compliance with the proxy disclosure rules and Dodd-Frank provisions—looking to see what peer companies are doing rather than taking the lead to provide better information to their investors.

Too Much Disclosure, Not Enough Information

October 19, 2010

U.S. corporations are growing more concerned that federal lawmakers and regulators have hijacked the traditional corporate disclosure process to fulfill a social agenda. Investors, meanwhile, are being smothered with volumes of data, much of it virtually useless for making investment decisions. How did we get here?

What’s Driving Shareholder Anger and Activism

September 21, 2010

Two emerging trends are likely to have a dramatic influence on investor and market behavior. One is the unbridled advance in technology. The other is the will of a majority of commissioners at the Securities and Exchange Commission and of lawmakers in Congress to give more power to investors.

How Governance, Investor Relations Will Combine in 2011

August 17, 2010

As public companies prepare for the 2011 proxy season, investor relations officers and other senior executives will need to re-invent themselves. All will confront a greatly enhanced world of shareholder communications stemming from the Dodd-Frank Act, the SEC’s new proxy disclosure rules, and its proposed “proxy plumbing” reform bound to streak across the stage in 2011.

The Risk of Losing the Retail Investor

July 20, 2010

Imagine you’re an individual investor with shares in Diebold, the maker of ATMs and security systems. You’ve just sat down at the company’s annual shareholders meeting on June 2. Back stage, just minutes before taking the podium, CEO Thomas Swidarski learned the company’s share price has dropped 30 percent—in six seconds! You turn off your Blackberry so you’re no longer connected to the outside world.

Breaking Down the Risk-Assessment Process

June 15, 2010

The Compliance Week 2010 conference provided a series of “conversations” on risk assessment that revealed how far along leading companies have come in implementing that process, and gave some valuable insight into how executives can improve the information that boards of directors need to exercise their risk-management role.

Intel and Monsanto, Two CSR Pioneers

May 18, 2010

This is the third in a three-part series on corporate social responsibility. My first column, “The Value of Tailoring a CSR Strategy to Investors,” focused on the growing number of institutional and sovereign wealth funds looking for good companies with authentic CSR or sustainability programs. Last month’s column, “Time to Get Started on Your Sustainability Strategy,” explained how to create a sustainability program.

Time to Get Started on Your Sustainability Strategy

April 20, 2010

Last month’s column, “The Value of Tailoring a CSR Strategy to Investors,” described the growing phenomenon of institutional investors’ and sovereign wealth funds’ desire to invest in companies that have developed credible sustainability strategies and practices. Sustainability encompasses corporate social responsibility (CSR) and environmental, social, and governance (ESG) practices and performance.

The Value of Tailoring a CSR Strategy to Investors

March 16, 2010

Why should companies that provide their traditional institutional investors a strong balance sheet, reliable cash flow, management credibility, an effective business strategy, and growth in earnings per share care about going beyond that to develop a sustainability strategy that attracts socially responsible investors? This column is the first of a two-part series that will answer that, examining what is going on in the world of investor interest in Environmental and Sustainability Governance (ESG) and Corporate Social Responsibility (CSR)—components of a sustainability strategy.

Getting Ready for the 2010 Proxy Season

February 17, 2010

Are you ready for the 2010 proxy season? Companies are faced with new rules for expanded disclosure of executive compensation and director experience in the proxy statement. They have more issues that will come under more scrutiny from more people, be they activist investors, proxy advisory services, pension and union funds, or the media. Here’s what you need to consider to be prepared for the proxy season ahead.

Making 2010 a New Start for Shareholders

January 20, 2010

The past decade wasn’t kind to America’s investors. So why not turn the table and make the 2010s the “decade for the shareholder”?

Recapping 2009 Investor Trends; Previewing 2010

December 15, 2009

Corporations saw significant change in 2009 in how they communicate with shareholders, thanks to a confluence of emerging trends: changes in how the markets work, regulations affecting corporate disclosure and the proxy process, and an upsurge in investor activism. Companies need to take stock of what’s happened and reconsider their communications strategies going in 2010 and beyond.

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