Boards & Shareholders

Directors and officers still reeling from the fate of their counterparts at Enron and WorldCom—who saw millions in personal assets seized after corporate scandals engulfed their companies—are increasingly paying close attention to whether they have sufficient D&O insurance to protect them from similar financial doom. Kiel The spate of “very large corporate scandals, and the […]

Last week, $52.5 billion Pfizer announced that directors who receive a majority of withhold votes must submit their resignation to the board. The board will in turn consider the resignations and make recommendations. The pharmaceutical giant has amended its corporate governance principles to reflect the new director election policy. McKinnell According to Pfizer Chairman and […]

In the broad arena of compliance, no area is fraught with more potential difficulties than asset management. It’s axiomatic that any time one group of individuals entrusts property or liquid assets to another, the potential for recriminations runs high. This is especially true with respect to retirement funds, since nothing is more likely to provoke […]

This column is the last in a three-part series on audit committee responsibilities.Click here for previous columns by Richard Steinberg. In my last two columns, we discussed the tremendous challenges facing audit committees—from deciding on the scope of the committee’s responsibilities, to determining the most effective and efficient ways to carry out those responsibilities. This […]

The ever-increasing burden of corporate disclosure recently prompted John Sunderland, chairman of Cadbury Schweppes and president of the Confederation of British Industry, to call for equivalent transparency from institutional investors. Sunderland In a speech delivered in late April to the Investor Relations Society in London, Sunderland criticized institutional investors in general, but saved his sharpest […]

Pension plan trustees need to be more wary of the advice they get from pension consultants. That’s according to new studies and guidance from the Securities and Exchange Commission and the U.S. Department of Labor, which also recommended that companies ask more questions to expose consultants’ conflicted interests. The SEC studied the business practices of […]

The Securities and Exchange Commission may be dragging its feet on its proxy access proposals, but that hasn’t stopped shareholder activists from taking matters into their own hands. This proxy season, they have proposed scores of non-binding resolutions calling for companies to require directors be approved by a majority of voting shareholders in order to […]

In Shakespeare’s The Tempest, Antonio prompts his friend Sebastian to action by telling him, “What’s past is prologue.” By this, he meant that the events of the past set the scene for what’s to come, and what’s to come is within our control to influence and even determine. The same advice is applicable to corporations […]

One day before its May 11 annual meeting, $6 billion video rental chain Blockbuster issued unusual advice to its shareholders: It instructed them how to vote for some of the dissident director nominees vying for positions on the board. More specifically, the embattled video rental company detailed how shareholders could “split” their proxies and vote […]