All Boards & Shareholders articles – Page 21
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Blog
Activism With Sharp Elbows in 2015
Shareholder activism is always simmering in the United States and overseas, so predicting more of that in 2015 is not news. Compliance Week columnists Stephen Davis and Jon Lukomnik, however, have provocative predictions about how activism will unfold next year—including potentially toxic fights with Corporate America, pressure on proxy advisory ...
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Blog
Oil Companies Seek to Bypass Proxy Access Proposals
In advance of 2015 annual meetings, Marathon Oil and Cabot Oil are seeking the SEC’s blessing for plans to exclude proxy access proposals submitted on behalf of New York City’s pension funds. They cite a recent decision to grant no-action relief to Whole Foods, where the grocery chain sought to ...
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Article
Companies Face New Twists in Shareholder Proposals
What the SEC giveth, the courts may taketh away—a point made clear lately by two conflicting messages for companies seeking to keep shareholder proposals off the proxy statement. At the SEC, a victory for Whole Foods suggests the agency might be more business-friendly in granting no-action letters this coming proxy ...
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Blog
Survey: Directors Uneasy About Risk Strategies
Dec. 16—Many directors are unhappy with their approach to risk oversight and mitigation, frequently feeling out-of-the-loop when it comes to cyber-security threats, according to a new survey by the National Association of Corporate Directors. The survey found that many directors want changes to how risk oversight responsibilities are allocated, with ...
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Blog
Metrics Misused: The Executive Pay Example
The complaint is a common one in governance circles: everyone talks about the importance of long-term value, and then follows the market’s mantra for short-term results. Why? Executive compensation tied to the wrong metrics doesn’t help. Inside, Compliance Week columnists Stephen Davis and Jon Lukomnik pick apart the fallacy of ...
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Resource
Five Steps to Enhance the Board’s Oversight of Cyber Risk
The National Association of Corporate Directors (NACD), in collaboration with AIG and the Internet Security Alliance, has just released its latest issue from the Director's Handbook Series, Cyber-Risk Oversight. The handbook is organized around five key principles to help directors enhance their oversight of cybersecurity. It covers a wide range ...
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Blog
SEC Sides With Whole Foods in Proxy Access Battle
Image: The SEC has sided with Whole Foods in a closely watched effort to submit its own proxy access proposal at the annual meeting. The move supersedes a proposal sought by activist shareholder Jim McRitchie, who wanted to give proxy access to any group of shareholders that collectively owns at ...
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Blog
Pension Funds Target 75 Companies with New Proxy Access Plan
New York City Comptroller Scott Stringer, on behalf of the city's $160 billion pension funds has filed 75 proxy access shareowner proposals requesting bylaws that give shareowners who meet an ownership threshold the right to list their director candidates on a company’s ballot. The proposals will be subject to ...
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Blog
ISS Updates Policies Ahead of Upcoming Proxy Season
Proxy advisory firm ISS has updated its policies and recommendation criteria for 2015 annual meetings. The updates build upon ongoing outreach to companies and investors on such matters as pay for performance; board accountability; boardroom diversity; equity plan evaluation; risk oversight and audit; cross-market listings; and environmental and social performance ...
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Article
ISS Moving to Score Cards for Equity Plan Evaluations
Institutional Shareholder Services has proposed substantial changes to its voting policies on equity plans for the 2015 proxy season. Rather than assigning a pass or fail grade, ISS plans to implement a scorecard approach that weights various factors. The move addresses complaints that ISS takes a cookie-cutter approach to evaluating ...
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Blog
A Turning Point in the Standoff With Proxy Advisers?
Regulators are looking to curtail abuses by proxy advisory firms with new rules that include a mechanism for companies to complain about unfair treatment. While some CEOs and boards, many which have long loathed proxy advisers, may be eager to use these new tools as weapons against them, columnists Stephen ...
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Blog
Companies Analyzed Pay-for-Performance, Didn’t Tell Shareholders
While nearly 60 percent of public companies have conducted an executive-pay-for-performance analysis, nearly two-thirds of them didn’t tell shareholders those results, according to new research from professional services firm Towers Watson. When asked why they did not discuss their pay-for-performance analysis, most said they are waiting for new SEC disclosure ...
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Blog
Boards Show More Interest in Cyber-Security Threats
Boards are watching cyber-security risks more closely, with nearly 60 percent of board members in a recent BDO USA survey saying they are more involved in the discussion now than they were just last year. Still, many boards aren’t getting the information they want; just one-fourth say they get a ...