All Boards & Shareholders articles – Page 4
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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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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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Blog
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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Blog
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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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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Blog
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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Blog
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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Blog
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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Blog
NIRI Appoints New President
The National Investor Relations Institute this week appointed James Cudahy to be its next president and CEO, effective March 2, 2015. He will succeed Jeffrey Morgan, who resigned in October to become CEO of the Club Managers Association of America. Details inside.
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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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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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Article
Behind the Latest Push to Win Proxy Access for Shareholders
Image: Title: StringerThree years after a lawsuit scuttled the SEC’s proxy access rule, a new push is underway to give shareholders the right to nominate directors directly on the proxy. New York City Comptroller Scott Stringer, on behalf of the $160 billion New York City pension funds, recently submitted proxy ...