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Richard M. Steinberg
6 more ‘C’mon, man!’ moments
Richard M. Steinberg | August 2, 2016
Regular followers of CW columnist Richard Steinberg will recognize his ‘C’mon, man, moments’—those peculiar business world goofs that leave us all perplexed. From overboarding to outlandish expense reporting, enjoy this latest installment.
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News Article
Is this U.K. Shareholder Spring III?
Paul Hodgson | May 10, 2016
Amid numerous shareholder revolts at U.K. companies over executive pay, Paul Hodgson examines how, since pay votes became binding two years ago, the shareholders themselves are wasting no time to exercise their power in which might be less of a demonstration and more of a revolution.
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Richard M. Steinberg
Missing Links in Regulators’ View of Compliance Programs
Richard M. Steinberg | January 26, 2016
We recently heard from Assistant Attorney General Leslie Caldwell about what she and her staff considers what is—or is not—an effective compliance program. Most notably, she noted that many companies have what appear to be good structures on paper but fail in practice to devote adequate resources and management attention—with others failing to consider obvious risks in important parts of the business. What can be done to address such views?
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The Man From FCPA Blog
Board of Director Line of Sight Into FCPA Violations
Tom Fox | January 26, 2016
A board of directors must set the appropriate tone at the top for any organization. Yet it must do more than simply set the tone, sit back, and do nothing. A board needs to take a hard look at the information it is being presented and tell management to stop if executives approaching a line that could cross into illegal conduct. This week, FCPA blogger Tom Fox explores how a board can spot when the company might be moving toward an FCPA violation.
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Richard M. Steinberg
What Really Serves Shareholders’ Best Interests
Richard M. Steinberg | May 12, 2015
Proxy season is upon us, which means the annual call in many boardrooms to shake up the board of directors. Replacing directors does occasionally make sense, Compliance Week columnist Rick Steinberg says—but that’s not the same as surrendering to every activist’s demand for new people in the boardroom. Inside, Steinberg examines who really does represent shareholders’ interests and why thoughtful consideration of board candidates is important.
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News Article
Companies Face New Twists in Shareholder Proposals
Joe Mont | December 23, 2014
What the SEC giveth, the courts may taketh away—a point made clear lately by two conflicting messages for companies seeking to keep shareholder proposals off the proxy statement. At the SEC, a victory for Whole Foods suggests the agency might be more business-friendly in granting no-action letters this coming proxy season. At federal court, a ruling against Walmart may give unhappy shareholders recourse against such letters. Our look at how to navigate the process is inside.
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Five Steps to Enhance the Board’s Oversight of Cyber Risk
White Paper, December 5, 2014 -
Accounting & Auditing Update Blog
Boards Show More Interest in Cyber-Security Threats
Tammy Whitehouse | October 28, 2014
Boards are watching cyber-security risks more closely, with nearly 60 percent of board members in a recent BDO USA survey saying they are more involved in the discussion now than they were just last year. Still, many boards aren’t getting the information they want; just one-fourth say they get a briefing on the topic at least quarterly. More survey results inside.
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News Article
Boards Look to Enhance Oversight of IT Risk
Jaclyn Jaeger | October 21, 2014
Corporate directors would like to devote more time to IT strategy and cyber-security risk management, but many say they still are not receiving an adequate level of information from management in these areas to provide effective oversight. Directors also admit, in two new surveys, that they don’t have enough confidence in their IT expertise to oversee cyber-security risks.
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Grapevine Blog
Starboard Ousts Darden’s Entire Board
Jaclyn Jaeger | October 15, 2014
Darden Restaurants formally announced this week that it has elected all twelve of activist hedge fund Starboard Value's nominees to its board of directors; the board also appointed Jeffrey Smith as independent non-executive chairman. The ousting of Darden’s entire board caps a one-year heated battle between Darden and a group of disgruntled activist investors, who issued a scathing 294-page, soup-to-nuts report on how the food chain can—and should—improve its operations. Details inside.
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Board Reporting Trends and Best Practices in the Digital Age
White Paper, September 17, 2014 -
Grapevine Blog
Groupon Appoints New General Counsel
Scuttlebutt | June 30, 2014
Groupon has appointed Dane Drobny as general counsel and corporate secretary, effective July 7. The company also named Ann Ziegler as an independent director, effective immediately. Details inside.
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Grapevine Blog
Kodak Alaris Appoints New Board of Directors, General Counsel
Scuttlebutt | June 23, 2014
Kodak Alaris this week appointed several new non-executive directors to its board of directors, continuing with its expansion since the company's separation from Eastman Kodak in September 2013. The company also appointed John O'Reilly as general counsel and company secretary. Details inside.
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The Big Picture Blog
Managing Cyber-Security Risk:Who Cares, and Who Doesn’t
Matt Kelly | June 16, 2014
Plenty of voices are now churning out good advice on effective oversight of cyber-security risk, Compliance Week Editor Matt Kelly writes. The only problem? Investors don't yet seem to care that much about it. That leaves boards, compliance officers, privacy directors, and even regulators struggling to move forward with an effective approach to the problem. More inside.
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The Filing Cabinet Blog
Aguilar: Boards Must Take More Active Role in Cyber-Security
Joe Mont | June 11, 2014
SEC Commissioner Luis Aguilar warned boards not to pass the buck on cyber-security and said companies should adhere to voluntary government guidelines on data privacy and security. During a speech at the New York Stock Exchange last week, he said boards should also create a separate enterprise risk committee so that they can better oversee a company's preventative measures and response plan. More inside.
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The Filing Cabinet Blog
Stein Urges Investor-Focused Reports, Board Election Reform
Joe Mont | May 9, 2014
The Securities and Exchange Commission's review of disclosure requirements must be focused on investors, Commissioner Kara Stein said during a speech last week. In her remarks, she also supported calls to amend rules for contested corporate board elections, allowing shareholders to vote more easily for any combination of management and dissident nominees. More inside.
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Grapevine Blog
Target Chairman Resigns in Wake of Data Breach
Jaclyn Jaeger | May 5, 2014
Five months into the recovery of its massive data breach, retail giant Target announced today the resignation of its long-time President and Chief Executive Office Gregg Steinhafel. He also will step down as chairman of the board of directors, effective immediately. Details inside.
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Enforcement Action Blog
Lions Gate Settles With SEC Over Takeover Defense Reporting Lapse
Joe Mont | March 13, 2014
Movie studio Lions Gate Entertainment has agreed to pay a $7.5 million fine to settle charges by the Securities and Exchange Commission that it failed to disclose to investors an important aspect of its effort to thwart a hostile takeover bid by activist investor Carl Icahn. As part of the settlement, the company agreed to admit wrongdoing. More inside.
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The Filing Cabinet Blog
Study: Boards Looking to Gain More Cyber-Security Expertise
Joe Mont | March 3, 2014
Experience overseeing growing cyber-security risks is one of the top attributes boards will look for when appointing new directors, according to a new survey by NYSE Governance Services and senior executive search firm Spencer Stuart. The study also found boards wrestling with how to encourage director turnover. More survey results inside.
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Grapevine Blog
3M CFO Joins TRW Automotive Holdings Board of Directors
Scuttlebutt | February 13, 2014
TRW Automotive Holdings, an automotive supplier, has elected David Meline to the company's board of directors. Meline joins as an independent director. Details inside.
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News Article
Proxy Advisory Firms Release 2014 Voting Policies, Strategies
Joe Mont | January 14, 2014
Proxy advisory firms Institutional Shareholder Services and Glass Lewis have released changes to their proxy voting policies for 2014. While the firms aren't introducing any radical changes, companies and boards will have to prepare for several shifts if they want to avoid negative votes, including changes to how the firms view pay-for-performance and compensation committee independence. Details inside.
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News Article
Many Activist Investor Groups Keep Coming Back for More
Karen Kroll | December 17, 2013
Boards and managements are often tempted to consider a matter closed once they have engaged with an activist shareholder group, especially if they have made some concessions. Yet such an approach can backfire—because many activist investors come back for a second bite of the apple. "These investors tend to be aggressive, well-capitalized, and thoughtful. They won't just go away," says Spencer Klein, a partner at law firm Morrison & Foerster.
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The Filing Cabinet Blog
Towers Watson: Director Pay Showed Moderate Increase in 2012
Jaclyn Jaeger | September 20, 2013
Total pay for outside directors at U.S. companies increased moderately in 2012, according to a recent analysis. "While director pay increases in the early years of this decade were primarily driven by rising equity values, last year's increase was fueled by growth in cash compensation," says Doug Friske, global head of executive compensation consulting at Towers Watson. Details inside.
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Coffin on Compliance Blog
Less Support for Shareholder Initiatives This Proxy Season
Joe Mont | September 12, 2013
The 2013 proxy season lacked much of the predicted drama, and many shareholder campaigns didn't muster much support, says proxy advisory firm Glass Lewis. Improved market conditions, better corporate performance, and improved transparency may be to blame for low vote levels, although some proposals on environmental issues and political spending gained traction. More findings inside.
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News Article
Studies Highlight Compliance Obstacles and Budget Trends
Jaclyn Jaeger | July 2, 2013
Two new benchmarking surveys paint a mixed picture of compliance executives' success. The good news: More of you answer directly to the board or CEO, rather than the general counsel. The bad news: Most of you still feel like you don't have the resources you need to do your jobs well, and finding the right metrics to help understand future risks is as elusive as ever. Full coverage inside.
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