Boards & Shareholders

W hat a difference a few scandals make. Two companies associated with questionable governance practices in the past are now clearing the path for what some hope will become a solid governance practice in the future: hiring a secretary to the board of directors. Last year, American International Group, stung by its involvement in schemes […]

The 2007 proxy season for calendar-year companies is just around the corner. Given all the changes that have happened so far in 2006 and still loom between now and the proxy season next spring, it’s worth taking a close look at what we are likely to see in 2007 and what companies need to do […]

A bout this time last year, I wrote a holiday wish list for boards of directors. Doing so enabled me to get some things off my chest—to unburden myself, so to speak, regarding areas where boards can, and should, do better. Now that the holiday season again is upon us, I’d like once more to […]

Directors could be forgiven for feeling a bit insecure these days. The move toward majority voting in uncontested elections of directors has picked up so much steam that even Wachtell Lipton, diehard defenders of corporate management, acknowledged earlier this year that it is likely to become universal. Meanwhile, the New York Stock Exchange has decided […]

On Oct. 23, Bally Total Fitness made a number of board-related announcements, including that the board would be reduced from nine members to five by the time of the company’s annual meeting, scheduled for Dec. 19. Bally’s move to a smaller group of board members, however, is somewhat surprising to governance experts, and underscores the […]

The European Union is preparing for an examination of the “one share, one vote” principle—an idea not exactly sacrosanct in some European countries, and one already raising the ire of some companies fearful that good governance might clash with protectionist interests. Corporate boards in the EU employ a wide range of poison pills and similar […]

David Webb has made a career out of pushing for improved corporate governance in Hong Kong, working tirelessly for eight years as an advocate of better laws and best practices in finance in the Chinese territory. Consider his efforts with regards to proxy voting. To encourage companies to poll shareholders at their annual meetings (rather […]

A risk-analysis business with strong ties to Wall Street has scooped up proxy advisory giant Institutional Shareholder Services for roughly $550 million, a deal that may further embed corporate governance into the decision-making processes of global institutional investors. Just more than a month after rumors that ISS was on the auction block, financial risk-management firm […]

The New York Stock Exchange has filed a rule proposal with the Securities and Exchange Commission that would eliminate the long-standing policy of broker discretionary voting in director elections in 2008. The expected rule proposal comes roughly a month after Compliance Week reported that the NYSE said it would act to amend Rule 452—the so-called […]