Boards & Shareholders

If you’re a director or otherwise involved in your company’s corporate governance, you’ve probably done a lot—and accomplished a tremendous amount—during the past year. You’ve updated charters, amended codes of business conduct, and established whistleblower procedures. You’ve ensured your board has the right expertise, is appropriately independent, and regularly holds executive sessions. You’ve designated an […]

Latest report from The Conference Board provides benchmarking information on compensation levels, use of stock options, board diversity, and other issues.

The NYSE recently proposed to alter its corporate governance listing standards regarding audit committee meetings by clarifying that “the audit committee must meet to review and discuss the company’s financial statements and must review the company’s specific Management’s Discussion and Analysis disclosures.” The original rule only required that audit committees “discuss” the issues. The insertion […]

According to a compensation survey conducted by Mellon Financial Corp., while over one-third of companies review board members’ performance, only 6 percent tie compensation to the results. In addition, companies that do conduct director performance evaluations did not start doing so recently; most started their process prior to 2000. That’s despite NYSE corporate governance rules […]

Four of the largest pension funds are turning up the heat on Walt Disney Co. and pressing to elect their own nominees to the media giant’s board at its upcoming annual meeting. But their underlying motive also seems to be to pressure the Securities and Exchange Commission to issue its final proposed rules for proxy […]

The Securities and Exchange Commission’s proposed proxy-access rule might be wandering the back roads of corporate governance, but the controversial measure has already shifted the governance landscape. The proposal, which would enable shareholders of a company to nominate their own corporate directors in certain situations, has gotten buried under a long list of SEC priorities—as […]

This past summer marked the six-month anniversary of the rule requiring companies to disclose the process by which shareholders can communicate with directors. Richman The rule did not state that companies had to have a process; rather, it required companies to disclose whether it has a process for communications by shareholders to directors, and if […]

Procter & Gamble is locked in a battle with shareholders over a resolution that calls for the consumer products giant to declassify its board of directors. The interesting twist, however, is that P&G is the sponsor of the resolution, whose votes will be revealed at the company’s annual meeting Oct. 12. The company instituted staggered […]

Every year, $10 billion is spent printing and distributing compliance documents—like annual reports and proxies—which most investors simply dump in the trash. Yet nearly a decade ago, the Securities and Exchange Commission gave the “thumbs up” for the electronic delivery of those compliance documents, provided investor consent was received. However, surprisingly few companies have adopted […]