Boards & Shareholders

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 […]

Lots of “governance experts” claim they work with the boards of Fortune 100 companies, but Rick Steinberg actually does it. The former corporate governance leader at PricewaterhouseCoopers, who also founded the firm’s risk management and control consulting practice, Steinberg has literally written the standards on which most public companies rely. He is co-author of the […]

At a roundtable discussion last week, corporate executives and shareholder advocates faced off on the topic of how much access shareholders should have in the director nomination process (see box at right for details). And though the Commission still hasn’t decided how it will proceed with its proxy access proposals, the issue is clearly heating […]

Transcripts, presentations and other resources related to the SEC’s proposed rules on shareholder access to the proxy.

The Disney drama that commanded center stage [last] week trumpeted the themes that will play out this proxy season. Two extraordinary actions at Walt Disney Co. stand out. First, a startlingly large 43 percent of voting shareholders withheld support from CEO Michael Eisner’s re-election to the board. Second, in response to the vote, Eisner stepped […]

Walt Disney Co. dissidents Roy Disney and Stanley Gold may be irked that Michael Eisner kept his job as chief executive officer, even though he was forced to relinquish the chairmanship in light of the large vote of no confidence he received from shareholders at its annual meeting last week. But, according to shareholder advocates, […]

The boom in offshore outsourcing is not only a lightening rod for policy makers and unions — it is also becoming a corporate governance issue at this year’s annual meetings. As more and more companies send software design, call centers and other functions to cheap labor markets like India and China, a number of companies […]

When Reader’s Digest Association Inc. recently reported a 21 percent drop in quarterly earnings and cut its fiscal year guidance due to weaker-than-expected results from its consumer business services division, the stock dropped more than 3.5 percent in one day, to below $14 a share. The drop was a stark reminder that merely improving a […]

PREMIUMS A new survey claims directors and officers insurance rose an average of 33 percent last year, on top of the 29 percent increase in 2002. However, the survey—conducted by the actuarial consulting unit at $1.4 billion Towers-Perrin—also noted that premium increases are beginning to moderate. If you look at the numbers by quarter, there […]

TESTIMONY CarrAmerica General Coun-sel Linda Madrid (ACCA) Palmer & Dodge Senior Partner Stanley Keller University of Illinois Law Professor Richard Painter More: Piper Rudnick’s Peter Moser; Other Testimony Aast week, the U.S. House Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises—which oversees the securities industry and the SEC—held a hearing on the SEC’s “noisy […]