Boards & Shareholders

Last week, two public companies announced that their CEOs would take on the additional roles of chairman, while another appointed a new candidate to hold both positions. The moves follow similar announcements covered in our Mar. 30 edition, in which we mentioned three other companies—Dynegy, $1.4 billion Banta, and $180 million Ampco-Pittsburgh—that had recently combined […]

A group consisting of many of the nation’s largest institutional investors is stepping up its efforts to make a company’s environmental policies a mainstream corporate governance issue.. Their goal is for the Securities and Exchange Commission to clarify the importance of companies detailing their climate risk disclosure under existing disclosure rules regarding the Management’s Discussion […]

In case you missed Coca-Cola director Herbert Allen’s sarcastic jibe at Institutional Shareholder Services, last week he attacked the proxy recommendation service for recommending a withhold vote for Coke director Warren Buffett. EXCERPTS Excerpts From Herbert Allen’s Opinion Piece “[Buffet’s] company owns about 10% of Coke. He put up his money and took a chance, […]

Download the actual text of the letter sent by 13 institutions to SEC Chairman William Donaldson, requesting the Commission clarify the importance of climate risk disclosure in MD&A.

If there was any doubt, executive compensation is already emerging as 2004’s “lightening rod” for shareholders and institutional investors. This was underscored last week at DaimlerChrysler’s annual meeting, when the German-based auto giant bowed to U.S. concerns by voluntarily scrapping its stock option plan for its managers in favor of an incentive pay plan. It […]

Woodrow Wilson said it best: “If you want to make enemies, try to change something.” Nobody likes change. And that’s a problem, because governance rules are ultimately designed to change behavior. Whether the regulation is tied to process, like accelerated filing deadlines, or conduct, like ethical business codes, a fundamental organizational adjustment is likely. SIDEBAR […]

Hammick Belda Mazankowski Three companies announced lead director appointments in recent weeks, while another re-elected its lead director. Such appointments are considered the “next best thing” to the separation of chairman and CEO roles; in fact, the Conference Board and several proxy voting recommendation services have urged companies to name an independent director to the […]

If the SEC makes the new rules for nominating directors retroactive when it likely unveils its revised recommendations in May, Safeway Inc. could become the first test case. Last week, a group of powerful pension funds said they plan to withhold their votes from the CEO of Safeway Inc., and two of its directors. They […]

Ffor at least a century, the role of non-management corporate directors was often treated as one of passivity, not activism. Power to manage a corporation’s affairs was believed to reside exclusively in the hands of its senior officers, with the proper role of outside directors being generically and non-intrusively to oversee, and approve (when asked […]

Williamson Though many high-profile companies like Dell, Charles Schwab and Disney have recently separated their chairman and CEO roles, last week three companies announced they would do the opposite. $1.4 billion print and supply-chain firm Banta, and $180 million industrial company Ampco-Pittsburgh were among the companies combining the chairman and CEO roles. The other was […]