SERPs are in the cross-hairs of shareholder activists. The Association of BellTel Retirees, which advocates on behalf of retirees from Verizon Communications and its subsidiaries, recently hammered out a compromise deal with Verizon over these controversial non-qualified retirement extras for top execs, called a Supplemental Executive Retirement Plan. Under the pact, Verizon agreed to scale […]
Stephen Taub
Posted inInternal Controls
Late Filings: Has Section 404 Become A Scapegoat?
Is The Sarbanes-Oxley Act of 2002 and the internal control provisions of Section 404 making it difficult for companies to file their financials on time? That’s certainly what critics of the landmark governance legislation would like others to believe. They will no doubt point to the fact that according to Glass, Lewis, nearly 300 companies […]
Posted inBoards & Shareholders
Judge Denies AFSCME Bid To Nominate AIG Directors
The American Federation of State, County and Municipal Employees has once again struck out in its bid to nominate directors to company boards. Last week, a Federal judge refused to require the American International Group to include in its proxy statement a new bylaw that would allow certain shareholders to nominate directors at its upcoming […]
Posted inRegulatory Enforcement
Ebbers Ruling: Future Of The ‘Sergeant Schulz’ Defense
The recent conviction of former WorldCom Chief Executive Officer Bernie Ebbers has raised a number of critical questions concerning the potential liability of chief executive officers at companies who wind up being accused of breaking the law. It has especially heightened the anxiety among some chief executives, who—under The Sarbanes-Oxley Act of 2002—must certify their […]
Posted inBoards & Shareholders
Director Retirement Policies Drawing A Big Yawn
When ConocoPhillips recently realized that four board members hit the oil giant’s mandatory retirement age of 70, the company came up with a simple solution for retaining them—it extended the retirement age to 72. Presto: The four individuals can remain on the company’s staggered board. The amendment affects Norm Augustine and Larry Horner, who are […]
Posted inFrom the Archive
Berkshire Subpoenas Raise Questions About Disclosure
A few weeks ago, Berkshire Hathaway said in a regulatory filing that federal investigators had requested information several times dating back more than a year related to dealings between General Reinsurance Corp.—a wholly owned subsidiary of General Re Corp. and an indirect wholly owned subsidiary of Berkshire—and Reciprocal of America, which was placed into receivership […]
Posted inEthics & Culture
Stonecipher Post-Mortem: Powerful Boards, And HR’s Role
Boeing’s decision last week to sack CEO Harry Stonecipher after it learned about his relationship with a female executive raises a host of critical governance questions, and underscores how personnel policies are set—and resolved—at large public corporations. Stonecipher Boeing said its board ordered an investigation after receiving information that was sent anonymously to board chairman […]
Posted inEthics & Culture
Stonecipher Post-Mortem: Powerful Boards, And HR’s Role
Boeing’s decision last week to sack CEO Harry Stonecipher after it learned about his relationship with a female executive raises a host of critical governance questions, and underscores how personnel policies are set—and resolved—at large public corporations. Stonecipher Boeing said its board ordered an investigation after receiving information that was sent anonymously to board chairman […]
Posted inBoards & Shareholders
Closing Time: Governance Policies Change Before Meetings
STis the season for annual meetings. And a large number of companies are scrambling to clean up some of their governance practices before their proxies must go to press. In the past few months alone, at least two dozen companies have announced plans to declassify their board of directors, rescind their poison pills, or change […]
Posted inRegulatory Enforcement
Option-Related Suits At Cisco, Tyson May Be Next Wave
In a move that clearly turns up the heat on executive compensation, the Amalgamated Bank has filed lawsuits charging that executives at Cisco Systems and Tyson Foods illegally granted themselves stock options before they announced good news. Amalgamated Bank is the trustee for LongView MidCap 400 Index Fund and LongView Collective Investment Fund, which have […]