All Boards & Shareholders articles – Page 3
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Blog
The state of “Emperor’s New Clothes” corporate disclosure
Capital markets move on information. And business in general improves in a competitive world when oversight is grounded in meaningful data. That’s why transparency in disclosure is such a good thing. But what we have now is bland compliance, not insightful communication, and it’s pretending that something exists when it’s ...
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ArticleNASDAQ rule could tug on the ‘golden leash’ of activist directors
So-called “golden leash” arrangements occur when activist shareholders—typically hedge funds—pay a director or board nominee in connection with their service. Calling them “one area where investors may not have complete information,” NASDAQ submitted a rule proposal to the SEC that would require listed companies to disclose these arrangements. A more ...
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Blog
ISS Updates Guidance on Executive Compensation Policies
Leading proxy adviser ISS has updated guidance, in the form of “frequently asked questions,” regarding its approach to executive compensation policies. The document is intended as a general discussion about the way ISS will analyze certain issues in the context of preparing proxy analyses and determining vote recommendations for U.S. ...
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Blog
Remember When David Bowie Went Wall Street on Us?
Image: In 1997, just before the music industry was about to be turned upside down by a Black Swan-level of remarkable circumstances, legendary rock artist David Bowie issued bonds on his future royalties, earning a handsome payday for himself, and managing to sidestep a financial cataclysm in the making. Was ...
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Blog
Why All the Fuss Over Culture?
We hear a great deal about corporate culture and its relevance to such matters as internal control, risk management, whether to pursue a merger or acquisition, and the effect on regulators’ investigations and enforcement actions. It seems we can’t get away from hearing about it, and we begin to wonder ...
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Article
SEC Pushed Toward Creating New Board Composition Disclosures
Image: As businesses become more risk-prone and globalized, investors are demanding that fresh blood be infused into boards. So too are legislators with a desire to leverage SEC disclosures as a tool to bolster the ranks of directors and embed cyber-security knowledge. These efforts place a focus on board composition, ...
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Blog
For 2016, a Mix of Trends Both Old and New
A look back at 2015 predictions from CW columnists Stephen Davis and Jon Lukomnik—where they went right and where they veered off track. Also, their predictions for the coming year: among other things, a separation of the board chair and chief executive officer roles; more attention paid to environmental issues ...
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Blog
Report Card on This Year, and Governance Predictions for 2016
As one year closes and another begins, so does the cycle of talk on what corporate governance issues will challenge Corporate America in 2016. Inside, columnist Richard Steinberg reviews what he thought the big issues of 2015 would be (cyber-risk, shareholder proxy access, CEO succession, etc.), and how those subjects—and ...
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Blog
Prepping the Audit Committee for 2016 Proxy Season
The 2016 proxy season will bring much scrutiny as usual, but two developments in corporate governance—the new COSO framework, and the Audit Quality Indicator project—might help committees manage the workload better. Inside, columnists Stephen Davis and Jon Lukomnik review how compliance officers can use those tools to help audit committees ...
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Blog
ISS, Glass Lewis Revamp Proxy Season Policies
Prominent proxy advisers Institutional Shareholder Services and Glass Lewis have updated their voting policies for upcoming shareholder meetings and are looking ahead to 2017 proxies by clarifying their stance on director overboarding, unilateral board actions, problematic pay practices, and the responsibilities of directors for oversight of environmental and social issues ...
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Blog
What Went So Wrong at VW
The full consequences of Volkswagen’s “emissions evasion” scandal are just starting to be understood. The governance failures that led to the misconduct, however, are not new. Pressure from the chief executive, ineffective directors, a workforce that does not take compliance seriously; we have heard all that before. This week, columnist ...
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Blog
ISS Details Proposed Policy Changes, Seeks Feedback
Institutional Shareholder Services has launched its 2016 benchmark voting policy consultation period. Policy topics for the U.S. market include unilateral amendments made by boards to company charters and bylaws without shareholder approval, director overboarding, and compensation at externally managed issuers. More inside.
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Blog
SEC Rethinks Proxy Exclusions, Takes Pro-Shareholder Approach
The SEC’s Division of Corporation Finance has clarified its application of Rule 14a-8(i)(9), which permits the exclusion of shareholder proposals that conflict with the company’s own proposals. After months of debate, the SEC stopped issuing these no-action letters for the 2015 proxy season while it reviewed the process. Moving ...
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Blog
NACD: Boards Need Strategy to Align Short-Term, Long-Term Goals
A growing concern in governance circles is whether the desire to meet or beat quarterly earnings can be aligned with long-term business strategy. The National Association of Corporate Directors addresses that dilemma in a new report that urges boards to steer management to long-range planning efforts through compensation and incentive ...
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Blog
Supreme Court Asked to Consider No-Action Letters
As if the process for excluding shareholder proposals wasn’t confusing enough, now the Supreme Court could weigh in. Trinity Wall Street has petitioned it to review a 2014 appellate court ruling, which found that a proposal requiring that Walmart’s board review the retailer’s policy on gun sales encroached upon “ordinary ...
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Blog
The Painstaking Challenge of Corporate Governance in China
The world’s second-largest economy threw the rest of the world a huge curveball this summer, with crashing stock markets and unpredictable regulatory reactions. Better corporate governance might help, but the truth about China is this: Its institutions are still weak, efforts to improve them difficult. Inside, columnists Stephen Davis and ...
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Blog
More ‘C’mon, Man’ Moments
It’s that time again: time for another roundup of flawed characters, flawed controls, and poor outcomes. Columnist Rick Steinberg offers his latest look at sloppy thinking and risk management that led to some truly dumb ideas, from allowing guns on airplanes to losing your career over a skipped subway fare ...
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Blog
What ‘Improving Communication’ to Investors Really Means
The SEC is working now to draw up new rules for audit committee and executive compensation disclosure. Why? To make corporations more transparent with investors about what they already know. The thing is, Compliance Week columnists Stephen Davis and Jon Lukomnik write, companies can start that better communication themselves. This ...
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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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Blog
Is CEO Pay Over the Top?
Proxy season is now over, littered with the usual adjectives about CEO pay: “supersized,” “outsized,” “piggish,” “outrageous,” and “embarrassing.” This week, columnist Rick Steinberg sounds a cautionary note amid the complaints—that CEOs are still critical to an organization, and hiring the right one encompasses a blizzard of detail. The board ...