Boards & Shareholders

It’s been a year-and-a-half since the Securities and Exchange Commission codified requirements that companies disclose information regarding shareholder communications with directors, including whether a company has such a process, and whether the communications are screened. And though most companies have not modified the processes they originally instituted, a review of recent proxy statements shows that […]

Slow and steady seems to be winning the minds of financial officers considering the delicate topic of earnings guidance. Just ask Robert Dietrich, chief financial officer of MKS, a $32 million software company based in Waterloo, Ontario. Dietrich’s philosophy on earnings guidance is to deliver forecasts to analysts and others in the investor community once […]

Hedge funds are increasingly flexing their muscles at Corporate America, and are squeezing significant governance and operating changes out of public companies. Just look at what has happened in recent weeks alone. Boston-based K Capital agreed to call off its proxy fight when shareholders of OfficeMax met on May 9. In exchange, the $13.3 billion […]

ANew York Stock Exchange committee has begun looking at the issue of proxy voting—including whether changes are necessary to the rule that allows brokers to vote in place of silent shareholders. The Proxy Working Group is also planning to examine the issue of the fees corporations must pay for the distribution of shareholder materials, which […]

Imagine you’re the director of a company faced with a shareholder revolt. They’re demanding the head of your CEO—a CEO who had previously turned around your company, but who recently has been picking fights. You worry that his abusive nature is endangering the corporate future, but are indebted to him for the past. What do […]

The WorldCom settlement, investigations of AIG and Marsh & McLennan, and general anxiety about the state of corporate governance is drawing attention to the market for directors and officers insurance. “The quantity of cases remains high and the complexities of litigation are overwhelming,” says Loretta Worters of the Insurance Industry Institute. “D&O losses increased by […]

A large number of shareholders seem to think nominated directors should receive a majority of votes cast rather than a plurality in order to serve on the company’s board, and companies like Citigroup, Lowe’s and Dillard’s seem to be leaving the door open to consideration of a majority vote policy. Two weeks ago, 38 percent […]

Over the past 18 months, I’ve written periodically in this Compliance Week column about how directors should direct. For the most part, those columns were written for directors and their advisors. But building effective relationships between management and directors is a two-way street. Smart corporate officers will assume the responsibility for assuring a relationship with […]

This Guest Column is one in a series of first-hand accounts written by senior executives at U.S. public companies. The goal of the column is to provide “lessons learned” during the implementation of various governance and compliance programs. To be considered as the author of a future column, public company executives should email the editor […]