Boards & Shareholders

Sometimes we can’t help but feel like Goldilocks, particularly when it comes to the contentious issue of holding directors accountable for corporate misbehavior. We’ve tasted porridge too cold, and porridge too hot. So far, we’re still looking for the porridge that’s just right. Consider the recently announced Enron and WorldCom settlements. In the Enron situation, […]

When Qualcomm Corp. said last week it would require all of its directors to come up for election each year, it became the latest in what is turning into a growing trend to declassify boards of directors. The telecom equipment company joins other major companies that have until recently stubbornly resisted this policy, including Morgan […]

Over the past several years, the liability landscape for corporate directors has been changing dramatically. This process has been exacerbated by the seemingly endless string of corporate scandals, involving the implosion of some of our largest companies. Most recently, three events are causing greater focus by directors on the thorny issue of personal liability, and […]

Walt Disney is the latest among a growing number of companies that have agreed to separate the chairman and chief executive officer positions. On Jan. 6, the media giant said it agreed to amend its corporate governance guidelines to formalize the policy. Nappier As a result, Connecticut Treasurer Denise Nappier said the Connecticut Retirement Plans […]

Aldous Huxley’s utopian masterpiece includes the now-famous line, “Oh brave new world that has such people in it. Let’s start at once.” Well, if you’re an audit committee member, “at once” started about a year ago. Greater responsibilities have been thrust at audit committees through the Sarbanes-Oxley Act, and through initiatives by the Securities and […]

The American Federation of State, County and Municipal Employees pension plan said it will submit binding proxy access proposals at insurance giant American International Group and Eastman Kodak. McEntee “We believe that insider influence on the AIG board has prevented it from effectively monitoring its business practices and providing needed checks and balances on executive […]

Remember the old days when corporate executives stood astride the known world, masters of markets? Today, with fetters such as Sarbanes-Oxley, residents of the C-suite feel they are doing something closer to dancing atop a basketball. To help keep your balance, here’s an early warning signal of the top 10 issues coming your way in […]

This is the second in an occasional series of “how to” columns on directing, which considers how independent directors can be proactive, but in a constructive way. The guidance is intended to assist directors in striking the correct balance between two unacceptable extremes—being unduly compliant toward management, or unduly adversarial. Being independent doesn’t mean you […]