Boards & Shareholders

STis the season for annual meetings. And a large number of companies are scrambling to clean up some of their governance practices before their proxies must go to press. In the past few months alone, at least two dozen companies have announced plans to declassify their board of directors, rescind their poison pills, or change […]

Now that the SEC may have dealt a near fatal blow to proxy access, shareholder advocates have moved on to what many deem the new front in the bid to obtain more say in what goes on in the boardroom—majority voting. In an overlooked ruling last week, the SEC said Citigroup cannot omit from its […]

Board directors are on the defensive. Several weeks ago, a number of former directors at Enron and WorldCom agreed to shell out some of their own money to help settle shareholder lawsuits. Now comes an announcement that directors at Continental Airlines will be taking a pay cut. The airline said on Feb. 15 that its […]

In the final analysis, it’s really up to the business community, not government, to restore investor confidence. After all, the problems we’ve seen emanated from the private sector, and should be solved there. More importantly, companies that wait for the government to tell them what they can or can’t do, have only themselves to blame […]

Is proxy access dead? It sure seems like it. Last week, the staff of the Securities and Exchange Commission gave permission to Halliburton, Verizon and Qwest Communications to omit shareholder resolutions that called for a process that would eventually allow certain shareholders to nominate directors. This decision comes on the heels of the staff’s decision […]

As most public company executives know, two sections of The Sarbanes-Oxley Act of 2002—Sections 302 and 906—require that principal executive and financial officers certify financial data in quarterly and annual reports. But according to a review of regulatory filings conducted by Raisch Financial Information Services in Newton, Mass., some companies have gone “above and beyond” […]

Huge, glittering golden parachutes are apparently still alive and making outgoing executives very rich. According to published reports, Gillette Chairman and Chief Executive Officer James Kilts stands to earn more than $185 million after agreeing to sell the venerable razor company to Procter & Gamble for $57 billion. Kilts About $95 million of Kilts’ cache […]

Two high profile governance research firms disagree over how shareholders should vote their proxies at Walt Disney’s annual meeting set for Feb. 11. Institutional Shareholder Services endorses all of Disney’s board nominees, asserting that Disney has taken many positive steps in the past year subsequent to the highly charged shareholder vote at the 2004 meeting. […]

Management may soon face more skeptical audit committees as accounting experts offer new advice on when a management decision to override internal controls could be a red flag for fraud. The American Institute of Certified Public Accountants has issued new guidance for audit committees that describes six key measures committees should take to help guard […]