All Boards & Shareholders articles – Page 20
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Blog
SEC Will Consider Universal Proxy Ballot Rulemaking
Image: SEC Chair Mary Jo White said in a speech Thursday that the agency will, in time, propose rulemaking to allow universal proxy ballots—single proxy cards that list both management’s and opponents’ nominees in contested director elections. White says a date has not yet been set for the proposal. More ...
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The Ever-Growing CD&A Disclosure Battles
Image: Proxy season may be winding down now, but expect a long summer of debate about disclosure of executive pay. This week Compliance Week offers a trio of articles about compensation, starting with all the new pressures on Compensation Discussion & Analysis. “There is still a bit of a push-pull, ...
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Demystifying the Risks of Board-Level Risk Committees
Image: In the wake of the financial crisis, many large financial institutions created new, board-level risk committees to oversee their most critical risk issues. For other industries, the decision to create a risk committee isn’t so simple—and isn’t without some risk-taking itself. “You have to guard against the risk that ...
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Four Lessons, and One Basic Rule, From the DuPont Battle
The high drama of this year’s proxy season happened in May, when DuPont thwarted a boardroom takeover pushed by hedge fund guru Nelson Peltz and his Trian Partners fund. How? This week, columnists Stephen Davis and Jon Lukomnik critique the basic strategy Trian used and the counter-offensive DuPont skillfully employed ...
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Hurry-Up Offense on Employee Surveillance
Image: Surveillance of employee activity is nothing new in the financial services sector, but the financial crisis, the LIBOR scandal, and other misconduct are driving new demands for smarter, better surveillance. Inside, we look at some of the IT challenges to extracting better intelligence from your data. The goal is ...
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What Really Serves Shareholders’ Best Interests
Proxy season is upon us, which means the annual call in many boardrooms to shake up the board of directors. Replacing directors does occasionally make sense, Compliance Week columnist Rick Steinberg says—but that’s not the same as surrendering to every activist’s demand for new people in the boardroom. Inside, Steinberg ...
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Brace Yourselves, Politics Is Coming
The political season is ramping up in both the United Kingdom and the United States, which means one thing: lots of talk about the shortcomings of corporate governance, and how to fix it. This week, columnists Stephen Davis and Jon Lukomnik look at what governance reform might transpire after British ...
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Better Ways for Boards to Care About Reputation Risk
Reputation risk is never far from a board’s mind, and rightly so. That doesn’t necessarily mean boards should make management of reputation risk their first priority—despite many examples of reputation failures leading to catastrophe. Rather, Compliance Week columnist Rick Steinberg writes, boards need to obsess over culture and operational details ...
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Walmart Prevails in Bid to Drop Shareholder Proposal on Gun Sales
Walmart will no longer be required to include a controversial shareholder proposal regarding its sale of firearms in its 2015 proxy statement, now that the U.S. Court of Appeals for the Third Circuit has overturned an earlier opinion on the matter. Trinity Wall Street, associated with New York City’s Trinity ...
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ISS: CEO Pay Jumps 13 Percent Among Early Filers
The average compensation package for CEOs in the United States rose nearly 13 percent in 2014, driven by increasingly valuable pension plans, according to new research from Institutional Shareholder Services that analyzed early filers in the Russell 3000 index. Among firms that use equity compensation, the median grant date value ...
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Pssst: Socially Responsible Investors Are Racking Up Wins This Year
In this proxy season dominated by talk of shareholder proxy access and executives’ accountability, you may not have noticed that socially responsible proposals—particularly around climate change—are achieving one win after another. This week, columnists Stephen Davis and Jon Lukomnik survey the scene of SRI activism and its effect on governance ...
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SEC Investigating American Apparel
Embattled retailer American Apparel said this week in a Form 10-K filing that the Securities and Exchange Commission has ordered a formal investigation against it related to the ousting of Chairman and Chief Executive Officer Dov Charney. The company also provided the latest details on an internal investigation launched in ...
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White: When Activist Shareholders Strike, SEC Will Scrutinize Disclosures
Image: In a speech last week, SEC Chairman Mary Jo White addressed the Commission’s role when companies and shareholder activists do battle, foremost to ensure both parties meet relevant disclosure requirements. She also discussed how the SEC views bylaws that shift shareholder litigation costs to losing plaintiffs. More inside.
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Trade Groups Tell SEC: Reverse Course on No-Action Policy
A coalition of 17 business groups is asking the SEC to reinstate its practice of giving guidance about shareholder proposals that conflict with other proposals sponsored by management—and hinted that the agency’s new policy of silence on the subject may violate the law. The complaint is the latest salvo in ...
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Gasp! An End to Proxy Access Wars?
A funny thing happened on the way to a 2015 annual meeting season expected to be polarized by the return of shareholder access to the proxy: a possible path to consensus emerged, led by General Electric. This week, columnists Stephen Davis and Jon Lukomnik trace how regulators, activists, and companies ...
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Preparing Your Board for Revenue Recognition
The first rule of care and feeding of directors: no surprises. A major one lurks in the new revenue recognition rules, due to be implemented in 2017. Early surveys show most boards and audit committees have little idea what is looming on the horizon. This week, columnists Stephen Davis and ...
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Glass Lewis Revamps Reviews of Proxy Access Proposals
Proxy advisory firm Glass Lewis & Co. has outlined a new approach for how it will treat dueling proposals for shareholder access to the proxy statement: it will review such proposals, from shareholders themselves or from companies looking to quash them, to ensure neither side seeks to impose an undue ...
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Focus on Equity Pay Plans This Proxy Season
Image: Worry over say-on-pay votes is out this proxy season; all the cool kids will be stressing over equity compensation plans instead. Proxy advisory firms are promising new levels of scrutiny for equity plans. “Companies have to be flexible because there are so many more moving parts to the methodology,” ...
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SEC Retreats on Proxy Access No-Action Letters
The SEC has reversed course on an earlier no-action letter that let Whole Foods thwart a shareholder proposal for greater proxy access, which essentially paves the way for many more such shareholder proposals to come this proxy season—including 75 filed by New York City’s pension fund. The SEC will now ...
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A Sad Day for Integrity and Ethics
The refrain that corporate leaders need to focus on leadership and culture may sound like old hat, but it bears repeating—especially since, Compliance Week columnist Rick Steinberg notes, even large businesses with ostensibly mature compliance programs keep making the same mistakes. Inside, he examines one particularly bad day for several ...