Boards & Shareholders

One of the hottest trends in corporate governance is the surging number of companies that have appointed lead or “presiding” directors to provide some independent oversight of their boards. In 2004, 53 percent of S&P 500 companies had a lead director. This was more than double the 26 percent that had a lead director just […]

Study by three academics suggests that board composition and the structure of a board’s oversight committees are “significantly correlated with the incidence of corporate fraud.”

Academic paper from the Weinberg Center for Corporate Governance at the University of Delaware examines the relationship between corporate governance and ownership structure, focusing on the role of institutional investors.

The late President Reagan articulated the hope that “people on Wall Street would pay attention to people on Main Street.” This optative was sage when uttered, and remains so even after so many years have passed. And nowhere is this truer than in the area of executive compensation, where Wall Street is learning—sometimes painfully—to understand […]

July 9 is a seminal moment for Houston-based Stewart & Stevenson Services Inc. On that day, no member of the Stewart and Stevenson families will play a significant management role in the 102-year-old company’s power structure for the first time. In addition, Donald Stevenson will no longer serve as a director after 29 years. As […]

Qwest Communications is the latest among a growing number of companies to agree to significantly alter its corporate governance as part of a settlement agreement in a shareholder lawsuit—but the novel pact received scant attention in the national press and contains several unusual provisions. The embattled telecom company agreed to shell out $25 million to […]

OIt’s like night and day,” says Bill Ide, a partner at McKenna Long & Aldridge, comparing current board committee procedures with his earlier experience as general counsel and corporate secretary of Monsanto. “We’re in an era of process- and rules-based operation,” notes Ide, who also chairs the governance and nominating committee of restaurant operator AFC […]

Directors’ pay is going up and more of the compensation is coming in the form of cash rather than stock options. According to a comprehensive analysis of director compensation at Fortune 500 companies, conducted by Executive Compensation Resources, a newsletter published by Towers Perrin, more companies are paying a premium for audit committee service and […]

Anthem Inc.’s proposed takeover of WellPoint Health Networks Inc. last week stirred up a hornet’s nest among investors, governance experts and lawyers. The California Public Employees’ Retirement System (CalPERS), which owns 721,840 shares of WellPoint stock and 612,938 shares of Anthem stock as part of the pension fund’s index holdings, fired off a press release […]