Majority Voting

Delaware Sides With Shareholders in ‘Plurality Plus’ Case

October 19, 2010

Companies with a “plurality plus” standard for electing corporate board directors have a new warning to contemplate from the Delaware Supreme Court: Yes, you can ignore shareholder votes calling for a director’s ouster, but it will come at a price.
 

Prepping for Proxy Access

October 05, 2010

While the courts are now weighing the long-expected legal challenge to the Securities and Exchange Commission’s controversial new proxy access rule, lawyers are advising companies to take no chances and begin preparing for its potential effects on director elections during the next proxy season.
 

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.
 

SEC Committee to Get a Makeover Due to Dodd-Frank

September 13, 2010

The committee created to provide the Securities and Exchange Commission with input on investor concerns is getting a makeover of sorts, courtesy of the Dodd-Frank Act.The existing SEC Investor Advisory Committee, created in June 2009, is being disbanded and will be constituted to meet the requirements under the reform law,...
 

Activists Flex Muscle, Get Proxy Access

July 13, 2010

With the smoke still swirling on the Dodd-Frank regulatory reform bill, Compliance Week readers are doubtless turning attention to how governance provisions in the bill (or possibly the law, by the time you read this) will affect corporations and investors. That’s as it should be; the legislation promises to hand shareowners more say in director nominations and executive compensation in ways that we have flagged in the past. For now, however, let’s turn to a striking but under-appreciated legacy of this epic battle. Dodd-Frank readjusts the balance of power in boardrooms, but it also illuminates a potentially tectonic power shift in Washington. For the first time, investors showed—in dramatic fashion—that they can go head to head against the established business lobbies and win.
 

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...
 

Congress Nails Down Governance, Compliance Reforms

June 29, 2010

Washington’s long-promised reforms to corporate governance, financial reporting and regulatory compliance now seem at hand, thanks to the final 2,000-page bill settled by lawmakers late last week.
 

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...
 

As Financial Reform Looms, Directors Ponder Implications

June 15, 2010

As efforts to revamp U.S. financial regulation move closer to the finish line, a panel of current and former Securities and Exchange Commission officials recently offered their thoughts on what the new regulatory landscape will mean for corporate board directors.
 

Giving Institutional Shareholders Food for Thought

June 08, 2010

We’ve always had a soft spot for challenges to conventional wisdom—and as financial reform legislation looms, there is no better time for a bout of it.
 

Early Reviews on 2010 Proxy Disclosures

June 08, 2010

For any company wondering what grade it may have received for the proxy disclosures it made this spring, listen up.
 

Senate Chews Through Amendments to Dodd Bill

May 18, 2010

Anyone in the corporate governance world wondering when Congress will move forward with its massive reform of financial regulation will need to keep waiting.
 

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...
 

A Closer Look at Dodd Bill’s Governance Provisions

April 06, 2010

Within a week of Sen. Christopher Dodd (D-Conn.) unveiling his 2,200-page finance reform legislation, more than 750,000 articles had been published about it, pushing, prodding, and analyzing its provisions. The “Restoring American Financial Stability Act of 2010” has engendered venom and praise, and enough punditry to restock every cable network’s complement of talking heads. Is there really anything left to say?
 

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...
 

Reforms Proposed for Reg FD, Proxy Voting

March 02, 2010

A panel created to give input to the Securities and Exchange Commission on investor concerns approved its first recommendations last week, which aim to improve dialogue between investors and boards and to make proxy voting by institutional investors more transparent.
 

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.
 

Comment Period Ends for Proxy Access; Now What?

January 26, 2010

The extended comment period for the Securities and Exchange Commission’s proposal to allow shareholder access to the proxy statement has now closed—and the controversial idea still seems as divisive and unclear as ever.
 

SOX Out; Shareowners Get Their Chance in 2010

January 12, 2010

Welcome to the 2010s. You’re just in time for the move from Sarbanes-Oxley to shareowners.
 

Boards Brace for Regulatory, Shareholder Storms in 2010

January 05, 2010

A perfect storm of investor anger, regulatory reform, and economic meltdown is hurtling towards the 2010 proxy season—and directors should brace for their own elections to be at the center of the hurricane.
 

EU Plans Governance Advances for 2010

January 05, 2010

2010 is shaping up to be a year where the European Union will implement previously planned measures to tighten the screws of financial regulation. The question is whether those efforts will line up with reform plans hatched by the G-20 or be diluted under pressure from lobbyists—and so far, the answer is “who knows?”
 

Advocating New Best Practices for Governance

November 10, 2009

Corporate boards and institutional investors are bracing for a tide of corporate governance changes after the financial crisis. We (and others) have written reams about majority voting, the end of broker-dealer voting in director elections, say-on-pay, and shareholder proxy access. How you feel about those issues largely depends on what hat you wear in the vast corporate governance realm.
 

Preparing for Broker Vote Change

November 03, 2009

The elimination of broker votes in director elections may well to tip the scales of power from corporate boards to shareholders. Companies should prepare now so they won’t be left dizzy by the rule change.
 

Proxy Access Debate Rages On

August 18, 2009

Well, the deadline has now passed for public comment on the Securities and Exchange Commission’s proposal to allow shareholder access to the proxy statement. Now comes the waiting, to see what the SEC will do next with the controversial idea.
 

Investors Need to Hone Ownership Abilities

August 11, 2009

It’s all about power. And, as Compliance Week readers know, power is about to shift noticeably away from corporate boards and management toward shareowners, particularly institutional investors.
 

Preparing Now for SEC Disclosure Changes

July 21, 2009

Compliance officers, corporate secretaries, and other governance executives pondering the 2010 proxy season have some potent new variables to consider: the Securities and Exchange Commission’s proposals to overall proxy disclosure and solicitations.
 

Will Shareholder Proposals Benefit or Destroy?

June 23, 2009

The resentment and anger over recent corporate performance, especially in the financial services sector, has gone from bubbling up to boiling over.
 

What’s in Store for 2010 Proxy Season?

June 23, 2009

With the 2009 proxy season winding down, governance experts are already looking ahead at what the 2010 proxy season will hold for public companies and their shareholders.
 

What’s Coming Round for Boards of Directors

June 09, 2009

What should we call the looming changes in how directors are elected and overseen at public companies? A seachange? A paradigm shift? A whole new ballgame?
 

Proxy Season Sees Upheaval, Not Revolution

June 02, 2009

Despite expectations that the 2009 proxy season would be a banner year for shareholder activism amid the financial crisis, experts say investors’ winter of discontent never did turn into a glorious summer of shareholder victory.
 

Compliance Week Podcasts ...

Every week we chat with leading thinkers in compliance, auditing, risk management, public policy and more. These short (10-15 minutes) interviews are free to all. Follow Compliance Week podcasts on iTunes.


Compliance Week now has a companion group on LinkedIn, where members can network and discuss the compliance and governance news of the day. Open to all compliance professionals, free to join.



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. 


The Risk Intelligent CCO
Sponsored by Deloitte

FCPA Compliance
Sponsored by Kroll Advisory Services


ERP Security "Health Check"
Sponsored by ControlPanel GRC