This Week in the Boardroom: 12/13/12. TK Kerstetter, Chairman, Corporate Board Member; Ken Bertsch, CEO, Society of Corporate Secretaries and Governance Professionals; Jeff Morgan, CEO, National Investor Relations Institute (NIRI) discuss recent hot topics and something of what to expect in 2013.
We may see more activity then everyone is expecting but the 2/2 Democrat/Republican split will be a factor in what moves forward, at least in the near term.
Say on pay reporting is new for small companies. Hopefully they’ve been watching and learning. We may see more movement in proxy access but there is still more to come in getting the real game on say on pay. Social and environmental issues may come on a bet stronger around global warming. Political spending disclosure was a big issue during the election year. Next year? Just as an aside, the Center for Political Accountability developed a one-page summaryof what it considers make up the key components of a meaningful corporate political disclosure. (HLS Program on Corporate Governance)
Proxy mechanics/plumbing introduced in July of 2010 but only puttering. Proposal from NYSE that will look at proxy fees might enhance retail engagement. Possible interpretive guidance coming on proxy advisors coming from SEC. Vote confirmation moving. Don’t get your hopes up for any dramatic changes with the 2/2 split. SEC talking to proxy services. They may make changes to preempt mandates.