April 2006

“Principles for Responsible Investment” Backed by World’s Largest Investors In a historic development for global financial markets, United Nations Secretary-General Kofi Annan was joined by a group of the world’s largest institutional investors, including CalPERS, at the international launch of the Principles for Responsible Investment. The heads of leading institutions from 16 countries, representing more than $2 trillion […]

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December 2005

SEBI Announcements The Securities & Exchange Board of India, or SEBI, Friday said it wouldn’t extend the date for complying with Clause 49 of the Listing Agreement, a new guideline which requires listed companies to have at least half of their board members as non-executive directors. To date, only 20 companies of the 5,000 that […]

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November 2005

Code of Conduct: Windowdressing or Binding? The International Labor Rights Fund (ILRF) filed a class action in Los Angeles Superior Court on behalf of the employees of Wal-Mart’s overseas suppliers to find out. The ILRF argues Wal-Mart’s “Standards for Suppliers,” which specify wages, hours of labor, and environmental conditions constitutes a binding contract. Wal-Mart is likely to […]

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October 2005

Grade Inflation or Truly Outstanding? Business Week carries an article, Stars of the Boards, outlining recent awards by the Outstanding Directors Institute. “The group presents a list of candidates — nominated by fellow directors — to an advisory board composed of sitting corporate directors and chief executives. They help determine the final list. To make the cut, […]

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Review: Political Power and Corporate Control

According to Gourevitch and Shinn, “corporate governance – the authority structure of a firm – lies at the heart of the most important issues of society”… such as “who has claim to the cash flow of the firm, who has a say in its strategy and its allocation of resources.” The corporate governance framework shapes […]

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August 2005

Directors Compensation Up Compensation for directors of large US companies was up18% in 2004, according to Mercer Human Resource Consulting. The study, which analyzed 2005 proxy statements, found median total direct compensation (pay for board service, committee service, and equity grants) for board members at 350 large, publicly traded firms has increased by almost 50%, from […]

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Icarus in the Boardroom

America loves risk-taking CEOs, but when such behavior crosses over to boardrooms it could have massive consequences because of the growing scale of businesses and society’s greater dependence on equity markets. Icarus in the Boardroom: The Fundamental Flaws in Corporate America and Where They Came From (Law and Current Events Masters), by David Skeel draws […]

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July 2005

Wyser-Pratte to Launch Fund The hard charging ex-marine with the German-sounding French name, Guy Wyser-Pratte, is plunging his investment activism full throttle into the limited arena of corporate governance-dedicated investment funds. Wyser-Pratte plans to launch the publicly listed Wyser-Pratte Euro Value Fund this September. Everyone wants to see investors get rewarded for backing companies striving to […]

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The False Promise of Pay for Performance

Many, including this reviewer, called Bebchuk and Fried’s Pay without Performance: The Unfulfilled Promise of Executive Compensation the best corporate governance book of 2004. James McConvill’s The False Promise of Pay for Performance: Embracing a Postive Model of the Company Executive, largely a critique of Pay Without Performance, deserves similar attention. Bebchuk and Fried clearly […]

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June 2005

Chevedden Proposal to Boeing Shareholder proposal (under Rule 14a-8) submitted to Boeing today in response to Boeing announcing that Mr. James McNerney will be Boeing’s new everything – chief executive, chairman and president. [June 30, 2005] 3 –Chairman of Our Board to Have Oversight Responsibilities Only Stockholders request that our Board of Directors change our […]

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Review: Joel Bakan’s The Corporation

The Corporation: The Pathological Pursuit of Profit and Power by Joel Bakan is a book as well as a documentary movie. No, the movie isn’t as entertaining as recent documentaries by Michael Moore but Bakan isn’t overtly trying to influence current elections. Bakan briefly describes the historical evolution of the corporation from its small beginnings […]

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May 2005

Enhancing Decision-Making Symmetry by Endorsing All Powers to the Full Board by Dr. Darlene M. Andert CMC CFM The theme of the 6th International Conference for Corporate Governancewas “Making Corporate Governance Decisions that Work,” which is an important topic the future of corporate governance. Clearly the Disney case, as well as other recent cases, indicates that the […]

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April 2005

Majority Vote on Move Lowe’s and Dillard’s are likely to allow shareholders to remove Boot out directors who fail to win a majority of shareholder votes. The companies agreed to make the change after the United Brotherhood of Carpenters withdraw shareholder resolutions seeking the new standard. BusinessWeek reports Dillard’s is expected to seek board approval […]

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Governance and Ownership

Governance and Ownership (Corporate Governance in the New Global Economy Series), Robert Watson, editor (Edward Elgar, 2005). This is an excellent collection of 20 papers, most published in the late 1990s, enhances our understanding of the relationships between ownership corporate ownership governance. Issues investigated include: diversity of ownership forms and corporate control implications effectiveness of […]

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February 2005

SEC’s Open Ballot Proposal Officially Dead The SEC’s decision to issue “no action” letters concerning shareholder proposals at Verizon, Qwest and Halliburton appears to signal the final death of the SEC proposal to grant shareholder access to the corporate proxy for the purpose of nominating directors in very limited circumstances. American Federation of State, County […]

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January 2005

Pension Funds Come Out Swinging Several hours before President Bush made Social Security reform the cornerstone of his State of the Union address, California Treasurer Phil Angelides, New York Comptroller Alan Hevesi, North Carolina Treasurer Richard Moore, corporate governance expert Nell Minow, and acting CalPERS President Rob Feckner held a press conference to criticize Governor Schwarzenegger’s […]

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Best Book of 2004

Pay Without Performance Pay Without Performance: The Unfulfilled Promise of Executive Compensation was the best book published in 2004 in the field of corporate governance. Lucian Bebchuk and Jesse Fried focus on one aspect of corporate governance, executive pay, and clearly demonstrate that many features of executive pay are better explained as a result of […]

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Corporate Governance: Law, Theory and Policy

Corporate Governance: Law, Theory, And Policy

Corporate Governance: Law, Theory and Policy, edited by Thomas W. Joo (Carolina Academic Press 2004), this excellent reader on corporate governance presents a cross section of mostly academic perspectives on important current issues, including: the role of the corporation, balancing interests, state and federal law, shareholder litigation, criminal and regulatory law, shareholder voice, board composition, […]

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International Corporate Governance Review 2005

The 3rd edition of Corporate Governance Review brings together the thoughts of industry experts and regulators, making the review the essential reference tool. The Review focuses on major cross-border topics and developing global trends. Contributors include practitioners from the OECD, EBRD, and the IFC. The review also features regional and country-by-country reviews and a detailed […]

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December 2004

Calvert Continues Push for Women’s Principles According to Barbara J. Krumsiek, CEO of Calvert Group, the nation’s largest family of “socially responsible” mutual funds, 9,000 board seats will be opening up during the next two years. Sarbanes-Oxley’s requirements for increasingly “independent” boars has created “an unprecedented opportunity” for diversity. In 2004, Calvert filed seven resolutions […]

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Pay Without Performance

Pay Without Performance

Pay without Performance: The Unfulfilled Promise of Executive Compensation was the best book published in 2004 in the field of corporate governance. Lucian Bebchuk and Jesse Fried focus on one aspect of corporate governance, executive pay, and clearly demonstrate that many features of executive pay are better explained as a result of shear managerial power, […]

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November 2004

Monks Pessimistic on Governance Reforms In an interview published in the Nov-Dec/2004 issue of The Corporate Board, Robert A.G. Monks, probably the most influential corporate governance leader, expressed his opinion that most of the recent reforms, including Sarbanes-Oxley, have been “box-ticking.” “Genuine change has been persistently obstructed.” Pressed on Sarbanes-Oxley, Monks did admit it contained two […]

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