Town Hall Shareholder Meetings It’s a presidential campaign year here in the U.S., and though the election is still over 6 months away, we’ve already been enlightened (or depressed) by a large number of candidate debates and town halls. Whatever your political views, the candidates seem able to instantly recall policy, financial or data details […]
The passing US proxy season made lots of business headlines as the most turbulent ever (which I’ve found happens every year). But 2015 was still notable for the flood of activist initiatives targeting company boards of directors. Activists sought “no” votes on directors who set executive pay, or said no to stock buyback, dividend, or […]
Ralph Ward brings nonprofit boards into focus. The nonprofit sector — education, charities, parastatals, co-ops, NGO’s, etc. — makes up a huge share of the world economy, and is a huge player in civil society. Yet, the board and governance tools needed to shape and monitor this nonprofit galaxy for too long have been under-studied […]
CorpGov.net publisher/shareowner activist, James McRitchie in the news. Shareholders push for more say over board members (WSJ’s MarketWatch), on proxy access proposals at Bank of America, Citigroup and Goldman Sachs. Sued again for daring to file proxy proposals, EMC sues shareholder activists over bid to separate CEO, chairman roles (Boston Business Journal). They lost their ‘no-action’ request […]
Don’t miss the following great reads: Eleanor Bloxham, CEO of The Value Alliance Activist shareholders’ top priorities for 2014. A must read for directors and shareowners alike. Here’s the first paragraph. Many of us free ride on actions taken by active, long-term shareholders. These unsung heroes goad managers and boards to reach better decisions, make available […]
The latest edition of Ralph Ward’s Boardroom Insider contains an informative article on the above topic. Without giving it all away, here are a few highlights: (more…)
How should your comp committee respond to the issue of conflicting pay numbers? Draw up the variant scenarios to see for yourselves how the “paydays” differ. In disclosing your proxy numbers, use the Compensation Disclosure & Analysis to make your case if it seems the disclosed pay level is not the same as realized pay […]
The April edition of this slim publication for directors, as always, is jammed with tips. While all were informative (Ward’s publication is one of a few where I generally read every article), a few jumped out: (more…)
The Activist Investor – Why Companies Oppose Proxy Access discusses three possibilities: (more…)
Republished here with permission, Ralph Ward’s essay was included in his January 2, 2012 publication: Ralph Ward’s Boardroom INSIDER, the best quick read for director tips. In a few brief paragraph’s Ward sets out the folly of our current selection process. After reading it, I hope you will agree with me that (more…)
Ralph Ward publishes a great little newsletter with quick bites of information for corporate directors. His Boardroom Insider is one of the few publications I always read cover to cover. (It helps that it is usually about 4-6 pages.) In the latest issue, among other articles, he reviews Julie Garland McLellan’s Presenting to Boards. I also reviewed […]
Morgan, Lewis & Bockius LLP produced a good legal primer, Corporate Governance: An Overview of Public Company Requirements, last month. Read it now before it is out of date. Covers Sarbanes-Oxley, Dodd-Frank, and listing requirements in eleven sections: Director Independence Audit Committees Compensation Committees Nominating Committees Compensation Codes of Conduct Certifications Directors/Officers Disclosure Foreign Issuers […]
Ralph Ward’s Boardroom INSIDER, August 2010 edition, offers boards quick analysis and advice on what they should be doing now with regard to the Dodd-Frank Act. While no one in business likes more regulation, Dodd-Frank should be no new Sarbanes-Oxley. On its governance provisions, at least, there’s a sense that the law isn’t trying to […]
The April edition of Ralph Ward’s Boardroom Insider offers excellent tips on curbing board expanses. Costs of corporate governance soared after passage of Sarbanes-Oxley. While the rate of increase has now declined, governance costs continue to climb, with paperwork and incentives to hire more outside counsel and consulting advice. Ward points out that money saved […]
Noteworthy What Will TARP Bring? (RMG, 11/24/08), see especially comments from Connecticut State Treasurer Denise Nappier Issues to Consider: Special Meetings to Authorize TARP Preferred Stock(TheCorporateCounsel.net Blog, 11/25/08). Most companies don’t have the authority to issue preferred shares under their charter and are scrambling to file preliminary proxy materials for a special meeting to obtain shareholder […]