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The Overlooked, Unknown Risk: Business Continuity

Choose your disaster: Hurricane Katrina, the World Trade Center attacks, the SARS outbreak. In recent years, thousands of companies have unexpectedly found their properties damaged, operations interrupted, workers displaced, and critical records lost due to disasters natural or otherwise. Even as many companies now try to assess a wide variety of risks, calculating the likelihood […]

Posted inBoards & Shareholders

Super-Majority Vote Rules Come Under Fire

When the California Public Employees Retirement System recently singled out six companies for its latest annual “Focus List” of businesses with poor corporate governance performance, five shared at least one fault: requiring a super-majority of votes to change bylaws or charters. Brocade Communications, for example, requires a two-thirds majority for shareholders to amend its bylaws; […]

Posted inBoards & Shareholders

Governance Tipping Away From Boards?

Welcome to convergence, corporate governance style. A flurry of reforms have swept through boardrooms in Corporate America this spring. Chief among are them majority voting election of directors and greater disclosure of executive compensation, but also in tow are less-noticed moves like abolition of poison pills and staggered boards. All those separate trends have been […]

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SERPs Face Squeeze From Pay Overhaul

Supplemental executive retirement plans, one of the flashpoints in the arguments over executive compensation, might face even more fire if the Securities and Exchange Commission proceeds with its plans for greater disclosure of executive pay. According to compensation research firm Equilar, about one-third of public companies are already embracing greater disclosure policies even ahead of […]

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Coke Director Pay Plan Raises Eyebrows

When Coca-Cola recently announced plans to tie all its compensation for its board of directors to specific performance targets, Chief Executive Officer Neville Isdell crowed: “This all-or-nothing approach to board compensation aligns the interests of our directors with those of shareowners more closely than any other compensation formula I have seen.” Other hurrahs from elsewhere […]

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More Spit, Polish And Rules On Exchanges

Given the competitive atmosphere surrounding stock exchanges these days, it’s no surprise that Nasdaq plans a new tier of service boasting high governance standards. But when even the freewheeling Pink Sheets gets in on the act—well, then you know it’s a craze. Both trading networks—worlds apart in the clientele they serve, and seldom uttered in […]

Posted inBoards & Shareholders

ABA Panel Seeks Relevance In Majority Vote Debate

What a difference a few months make. Since last fall, governance experts have anticipated a special report from the American Bar Association’s Committee on Corporate Laws that would re-examine the Model Business Corporation Act and possibly recommend majority election of board directors. Popular sentiment was that the Committee, chaired by former Delaware Chancery Court Chief […]

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