Boards & Shareholders

Samuel L. Burke is the former associate chief accountant for the SEC, where he spent three years involved in resolving auditing and independence issues and participating in a variety of rulemaking projects, including the rules strengthening auditor independence that became effective March 31, 2003. Last July, Burke joined PricewaterhouseCoopers as a partner in its national […]

The last three years have seen an exponential increase in corporate implosions. The defalcations at Enron, WorldCom, HealthSouth, Ahold, Parmalat and countless other global companies have produced:       Stringent new legislation, in the form of Sarbanes-Oxley;     A plethora of new rules and regulatory requirements from the SEC, the NYSE and Nasdaq; […]

Is it against securities laws to hire your brother and in-laws? RELATED DISCLOSURE Lear Receives Informal SEC Inquiry Southfield, Mich., January 20, 2004 – Lear Corporation [NYSE: LEA] today announced that the U.S. Securities and Exchange Commission (SEC) has commenced an informal inquiry into the Company’s September 2002 amendment of its 2001 Form 10-K. The […]

Institutional Shareholder Services announced last week that it had updated its corporate governance policies to reflect stricter governance standards. According to the Rockville, MD-based company, over 700 institutions use ISS to analyze proxies and make vote recommendations for over 10,000 U.S.-based public companies. However, the company’s governance policy is not widely available. When asked for […]

Nearly two-thirds of corporate boards spent more time fulfilling their fiduciary obligations during the past year. That’s according to a recent survey by PricewaterhouseCoopers, which blames the added work on Sarbanes-Oxley and more strict governance requirements. Despite the added workload, board compensation increased at only 20 percent of companies. And for those receiving a raise, […]

Late last year, the SEC adopted new rules requiring companies to disclose specific information about the process for nominating directors and communicating with directors. Regarding director communications, companies must disclose whether they have a process for communicating with directors, and if not, why. Companies must also describe the process, including whether the communications are screened […]

Is there a connection between global warming and good corporate governance? The answer to that question is a resounding “yes,” according to many of the biggest and most influential pension funds. So, last Friday a number of state and city treasurers and comptrollers and large labor pension funds met with senior representatives of Wall Street […]

When shareholders speak, more and more companies are apparently listening — especially when it comes to improving their corporate governance. In just the past week alone, at least two companies announced changes that would ostensibly remove barriers to outsiders launching an unsolicited takeover. Wyeth Last Wednesday, $14.6 billion pharmaceutical company Wyeth said its board of […]

While the total number of Fortune 500 companies with female board members has increased steadily since 1995, 54 of the largest U.S. companies have no directors that are women. Among the companies without female directors are General Dynamics, Computer Sciences Corp., Capital One Financial, and Apple Computer. According to a survey conducted by New York-based […]

At an Open Meeting on Nov. 19, the SEC adopted new rules to strengthen disclosure requirements relating to nomination of directors and shareholder communications with directors. The rules follow the recommendations made by the Division of Corporation Finance to the Commission in its July 15 “Staff Report: Review of the Proxy Process Regarding the Nomination […]