Boards & Shareholders

Korn/Ferry International, one of the world’s largest executive recruitment firms, recently published its 30th Annual Board of Directors Study, which is packed with interesting information on board trends and practices. Some expected changes are charted at right, but the study also charted board composition and compensation practices in great detail, comparing U.S. practices with those […]

The parties to a merger-of-equals (or a merger-with-an-almost-equal) often divvy up board seats in the merger agreement. Sometimes, the parties simply specify the initial allocation of board seats at the closing, other times the parties lock-in the board seat allocation for a period of time following the closing. The Bank of America/FleetBoston and Anthem/WellPoint deals […]

On Oct. 8, The Securities and Exchange Commission approved rule proposals that would require companies to include in their proxy materials the names of nominees for director that are submitted by certain shareholders, as well as disclosure relating to those nominees. The proposals follow the recommendations made by the Division of Corporation Finance in its […]

An Aug. 6 SEC proposal would require disclosure of shareholder procedures for communicating with directors, and new rules effective back in April require audit committees to establish procedures for the receipt and treatment of complaints regarding accounting and auditing matters. These new “communications disclosure” requirements prompted to us look at the practices and wording being […]

New York State Comptroller Alan Hevesi recently announced that he would join hands with officials at four other U.S. state pension funds to launch a governance caucus called the National Coalition for Corporate Reform. Hevesi’s announcement, made at the Council of Institutional Investors annual meeting in San Diego, claimed that a number of officials had […]

According to a survey conducted by Buck Consultants, part of Mellon HR Services, companies are beginning to change board structures, practices and compensation in light of SOX and ongoing shareholder concerns. Over half of the companies surveyed are seeking new board members with specific expertise or are realigning the membership of board committees. In addition, […]

Bob Corey, an 18-year finance veteran who’s been CFO at three public companies and currently serves as Director and Audit Committee Chairman at another, has sat through his share of board meetings. This week, he chats with CW about the importance of timely board communication, and provides tips on a variety of topics, from getting […]

America’s largest public companies are changing how they compensate non-employee, independent directors, and paying a sharply higher premium for Audit Committee Chairmen. Those were the findings of an analysis by The Todd Organization of director compensation practices in 2002 and 2001 at 255 large public companies with revenues of at least $5 billion. At these […]

Complete text of the proxy nomination process, conducted by the staff of the SEC’s Division of Corporation Finance in July, 2003.