We’ve just about come to the end of the 2011 proxy season, the first to feature widespread “say-on-pay” votes. While the vast majority of compensation plans have been approved, remember the old proverb that failure teaches more than success. So what can we learn from the 21 companies (as of mid-May; the numbers have been […]
Stephen Davis and Jon Lukomnik
Posted inFrom the Archive
Environmental and Social Issues No Longer on the Fringe
Pity BP director William Castell. He emerged from last month’s annual meeting with a stinging 43 percent of the vote arrayed against him, compared to last year’s opposition of just 2 percent. What a difference a year can make. Castell himself may not have done much wrong, at least by usual governance standards. As head […]
Posted inBoards & Shareholders
Pardon the Cliché, but Dialogue With Shareholders Is a Win-Win
We seem to be in a polarized, zero-sum world, where a “win” for one is considered a defeat for another. Looking for a “win-win” situation is considered so clichéd and unrealistic that it’s the basis for a popular television commercial where a business traveler changes his airline seat to avoid sitting next to his compatriot. […]
Posted inBoards & Shareholders
From Tahrir Square to the Boardroom
“Fiduciary duty” might not be the first phrase that comes to mind while watching news of the serial uprisings across the Middle East and North Africa, but there is a link. In Tunisia, Egypt, and Libya, leaders broke trust with their constituents by suppressing dissent, extracting personal gains, and entrenching ruling cliques. Then a spark—in […]
Posted inBoards & Shareholders
Take Advantage of the Hiatus In Corporate Governance Changes
It’s time to channel your inner Sherlock Holmes. Holmes famously advised Inspector Gregory to note “the curious incident of the dog in the night-time.” When the inspector noted that the dog did nothing unusual in the night, Holmes responded: “That was the curious incident.” Likewise, perceptive observers of the annual gathering of the great and […]
Posted inFrom the Archive
Governance Developments to Watch in 2011
Time to look into the crystal ball to see what the new year might bring to the world of corporate governance. But before we turn to 2011, let’s glance in the rearview mirror to see how our 2010 predictions panned out. Happily, we were mostly right. Our column last January bet that financial reform legislation […]
Posted inFrom the Archive
Why More Disclosure Isn’t Always the Answer
It may be the most quoted statement in compliance literature: Supreme Court Justice Louis Brandeis’ famous dictum, “Sunshine is the best disinfectant,” has been used to justify virtually every disclosure regulation on the books. Ironically, it may be one of the least examined, as the illuminating aspect of all that sunshine is rarely applied to […]
Posted inBoards & Shareholders
Can This CEO Bridge the Investor-Company Divide?
Sometimes a seemingly simple hiring decision can rock the status quo. That is precisely what happened last month when the U.S. Society of Corporate Secretaries and Governance Professionals issued a brief announcement about its appointment of a new president. Normally, few people outside the orbit of a trade body would care much who occupies its […]
Posted inBoards & Shareholders
Proxy Access: Don’t Believe the Hype
Just because you get a shiny new hammer doesn’t mean everything in your house is suddenly a nail. Yet that is the impression we get from the breathless pronunciations regarding the new proxy access rules, even as the SEC put them on hold while a court considers a legal challenge to the requirement. Seemingly every […]
Posted inBoards & Shareholders
How to Improve Governance at Small Companies
Nell Minow, the editor and co-founder of The Corporate Library, has a way with words. Corporate directors, she once said, “are like sub-atomic particles. They act differently when they are being observed.” That’s worth considering in the wake of the Dodd-Frank Act. From the say-on-pay requirements to facilitating shareholder proxy access, the financial reform law […]
