Carl Icahn has long championed the interests of shareholders. Yet even many who had watched him for years were surprised by the vehemence of his Wall Street Journal Op-ed after withdrawing from the shareholder vote on Dell’s leveraged buyout. Continue Reading →
Tag Archives | boards
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not ignored. Americans reading the book will benefit from a better understanding of the UK framework and how portions may or may not apply here.
For example, the UK Code of Corporate Governance makes boards responsible for determining the nature and extent of the risks that companies should undertake. Yet, even in the wake of extreme circumstances and huge financial losses, Continue Reading →
In a recent Stanford “Closer Look” publication (How ISS Dictates Equity Plan Design), Ian D. Gow (Harvard but graduated from Stanford), David F. Larcker, Allan l. Mccall, and Brian Tayan argue ISS dictates pay equity plans. ‘Nonsense,’ was my first reaction. ISS policies generally reflect the will of its customers. The authors have a point but they miss the main problem. Their arguments begin in familiar territory. Continue Reading →
I have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my desk is the latest issue of Directors&Boards with the following sentence in huge type on the cover: Should You Serve on an Activist’s Slate?”
That looks a lot more interesting. Apple can wait. Won’t it be nice, I think, when boards welcome proxy access, the new ideas and candidates that are likely to follow? Let’s see what they have to say at Directors&Boards. Continue Reading →
First time entrepreneurs often need to learn to better manage their boards. They rarely understand what boards expect of them or what they should expect from their board. The appropriate role of a board changes as a company matures. Entrepreneurs face inherent conflict of interests between their roles as shareholders, managers and their role as board members. Continue Reading →
This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at the bottom of this review for your reference. The word “modern” in the title refers roughly to the post 1970 world.
Although referenced, the set does not stem directly from The Modern Corporation and Private Property by Adolf Berle and Gardiner Means. And of course, scholars continue to explore the consequences of this rift in books such as Citizens Continue Reading →
Recommended viewing this week is a discussion between TK Kerstetter, Chairman, NYSE Governance Services / Corporate Board Member and Scott Cutler, EVP, NYSE Euronext. Learn when directors most frequently get withhold votes. Shareholder communication is critical. To watch this one, you will need to go directly to This Week in the Boardroom.
TK Kerstetter, Chairman, NYSE Governance Services – Corporate Board Member interviews Scott Cutler, EVP, of NYSE Euronext. Continue Reading →
After finding some “off-beat” proposals made at Fortune 250 firms and posted to ProxyMonitor.org, Laura J. Finn thinks the following might be Five Coming Trends in Shareholder Proposals (Corporate Board Member, July 11, 2013). I provide a brief evaluation of each and add a couple of my own. Continue Reading →
Corporate Governance Presentation from the FDIC’s video series entitled the Virtual Directors’ College Program – This presentation reviews corporate governance principles that are vital to a director’s role in setting the direction of the bank. Continue Reading →
I urge readers to support the June 20th petition by the Council of Institutional Investors (CII) to the NYSE and Nasdaq for the exchanges to require listed companies to elect directors by majority vote in uncontested elections. CII’s letters to both exchanges are posted here. Continue Reading →
Ken Olisa, former ENRC director, says companies claiming to adhere to the highest standards of corporate governance while in reality remaining under the control of the founding shareholders offend the basic precept of free markets — transparency. Continue Reading →
Guest Post from Stephen Viederman, Fellow, Governance & Accountability Institute, reposted here with the permission of Viederman and Accountability-Central.com. James McRitchie, Publisher of Corporate Governance reformatted the original to bring the footnotes up, hide urls and generated those wonderful ads.
The Spring madness of annual corporate meetings (referred to as AGMs) is upon us. Continue Reading →
After a decade of frantic corporate governance reform, business leaders may believe that governance has reached the pinnacle of responsibility and effectiveness. Not so fast, says Nell Minow, one of America’s most respected governance observers. Corporate data disclosure can still be manipulated, boards can still be opaque or unaccountable to investors, and work is still needed on corporate pay setting and transparency. Continue Reading →
I recently ran across a group of cute but informative videos from Brown Dog Consulting, located near Ottawa. I’m a sucker for simple line drawn cartoons. Susan Mogensen has a great ability to boil down the message to its essence. These are short quick takes, often focusing on a single principle. Here’s a hint of the type of client she’s after: Continue Reading →
Below are some relatively quick notes I took at the Corporate Directors Forum 2013, held on the beautiful campus of the University of San Diego, January 27-29, 2013. See materials, Corporate Directors Forum 2013: Bonus Session, and Corporate Directors Forum 2013 – Day 1, Part 1.
The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion. I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience. I still get a little lost in some of the financial discussions but think we need to raise public understanding, so I don’t shy away from trying to learn or from offering opinions. I had fun, learned from various perspectives, renewed acquaintances and made some new ones. If corporate governance is your thing, I hope to see you there in 2014. Continue Reading →
Below are some relatively quick notes I took at the Corporate Directors Forum 2013, Bonus Session, held on the beautiful campus of the University of San Diego, January 27, 2013. For a list of conference materials, see the Forum’s official site. My site, Corporate Governance (CorpGov.net) is unaffiliated.
The program was subject to the Chatham House Rule, so there will be little in the way of attribution. Don’t expect complete sentences or thoughts either. The links are mine but don’t represent an endorsement by me. They just seemed relevant in a split second decision of how to add a little value to the conversation. Opinions will differ. I throw out lots of opinions. Some are those of panelists, some are mine, and some came from the audience. I learned a few things, renewed acquaintances and made some new ones. I hope this provides readers with some sense of the discussion. That’s my main objective. Continue Reading →
That’s how I would have titled this excellent book by Adam Epstein. Instead, look for The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies. While it briefly touches on other topics, the key focus is plain in the following statement from the introduction: Continue Reading →
Bob Frisch is the managing partner of Strategic Offsites Group. He has more than 29 years of experience working with executive teams and boards worldwide on their most critical strategic issues. He has published three articles on teams and decision making in the Harvard Business Review: “Who Really Makes the Big Decisions in Your Company” (12/11), “When Teams Can’t Decide” (11/08) and “Off-Sites That Work” (6/06). Bob’s work has been profiled in publications from Fortune to CFO to the Johannesburg Business Report. He is a regular contributor to Bloomberg Business Week and The Wall Street Journal and his blog appears at HBR.org. Continue Reading →
Since the Cadbury Report was published in 1992 in the UK, there has been increasing emphasis not just by UK regulators but also by regulators from other countries, including the USA and Continental Europe, of the role of boards of directors in corporate governance. However, 20 years down the line it is still uncertain whether boards of directors are able to fulfill the important role they have been assigned by regulators. Continue Reading →
Abstract: How does gender-balance affect the working of boards of directors? I examine boards that have been required for two decades to be relatively gender-balanced: boards of business companies in which the Israeli government holds a substantial equity interest. I construct a novel database based on the detailed minutes of 402 board- and board-committee meetings of eleven such companies. I find that boards that had critical masses of at least three directors of each gender in attendance, and particularly of three women, were approximately twice as likely both to request further information and to take an initiative, compared to boards that did not have such critical masses. A 2SLS model confirms these results. Continue Reading →
Corporate Directors Forum is bringing together distinguished business leaders from a variety of industries, along with fund managers, union officials, consultants and others to discuss the most challenging issues directors and officers face.
This exciting conference, being held January 27-29, 2013 at the University of San Diego, is designed to encourage personal interaction between attendees and the nation’s leading corporate governance authorities. Attendance at the event is limited to create an intimate setting for quality participation and networking. Be at the center of America’s corporate governance industrial complex. Ticket prices and lodging increase if your reservations are postmarked after January 3rd. Continue Reading →
The 400 largest companies headquartered in California, representing almost $3 trillion in shareholder value, still resemble a “boys’ club” with women filling fewer than 10 percent of top executive jobs, a University of California, Davis, study has found. Incremental gains have been pitiful, in my opinion.
The Graduate School of Management’s eighth annual UC Davis Study of California Women Business Leaders — a yearly benchmark for the Golden State’s lack of progress in promoting women business leaders — paints a dismal picture for women in leadership during fiscal year 2011-2012. Some of the best known among these top companies, or the California 400, have no women leaders. Continue Reading →
A range of videos on the subject. The most recent EU proposal sets out a 40% “objective,” with unspecified sanctions against companies flouting the rules. The proposals would require companies to have clear, gender-neutral criteria for choosing non-executive directors and that if candidates are found to be equally qualified, then preference should be given to women. As long as companies have suitable systems in place, it appears they will not be penalized if they do not manage to meet the 40% level by 2020. (EU defends women-on-boards plans, BBC, 11/14/2012) Continue Reading →
The Shareholder Rights Project (SRP) and each of eight institutional investors it represents announced their collaboration for the 2013 proxy season to encourage 74 S&P 500 and Fortune 500 public companies to move to annual elections. Continue Reading →
Despite an intense public debate and some voluntary initiatives at national and European level, the situation has not changed significantly in recent years: an incremental average increase of the number of women on boards of just 0.6 percentage points per year has been recorded since 2003.
It is for this reason that the Commission is today proposing EU legislation to accelerate progress towards a better gender balance on the corporate boards of European companies. The proposal was presented jointly by Vice-President Viviane Reding (Justice, Fundamental Rights and Citizenship), Vice-President Antonio Tajani (Industry and Entrepreneurship), Vice-President Joaquín Almunia (Competition), Vice-President Olli Rehn (Economic and Monetary Affairs), Commissioner Michel Barnier (Internal Market and Services) and Commissioner László Andor (Employment and Social Affairs). Continue Reading →
The National Association of Corporate Directors (NACD) sent a letter to ISS commenting on their recent policy proposal: Board Response to Majority-Supported Shareholder Proposals. Continue Reading →
Watch the Bloomberg Businessweek discussion and get an update on the EU debate on female representation in boardrooms. Interview of experts also includes insights on women added value in Continue Reading →
The 2012 edition of Shareholder Activism Insight sees increasing opposition from shareowners during the next proxy season, according to 78% of respondents. Fully 84% predict an increase in the number of shareholder proposals with the financial services sector hit the hardest. One quarter of corporate executives think 30% or more of shareowner proposals will obtain a majority vote.
In the second quarter of 2012, Schulte Roth & Zabel commissioned mergermarket to interview senior corporate executives and activist investors regarding their experience with shareholder activism and their expectations for the upcoming 12 to 24 months. Continue Reading →