TK Kerstetter, President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext; and Darla Stuckey, Senior Vice President, Policy and Advocacy, Society of Corporate Secretaries and Governance Professionals Inc. discuss the Board/Corporate Secretary Relationship. “60 Minutes” report to be broadcast Sunday, Oct. 10, at 7 p.m. ET/PT, How Speed Traders Are Changing Wall Street. […]
Tag Archives | boards
Fair Pay, Fair Play: Very Good Advice on Pay but Poor Sociology
Robin Ferracone hits the right buttons in her new volume (Fair Pay, Fair Play: Aligning Executive Performance and Pay) when she describes how to develop of an “alignment” report that can be used by boards and shareowners to ensure executive pay will be judged as “fair.” She also interviewed the right people to work in […]
Video Friday
Through PERSWatch.net, I had the distinct pleasure of sponsoring a second CalPERS Candidate Forum (the first was last year), thanks to co-sponsorship by the Sacramento Central Labor Council, facilitation by the League of Women Voters of Sacramento County, use of the CalSTRS Boardroom, video by CalPERS and cooperation from 2010 State Board Election candidate Inderjit […]
Video Friday
Meredith Whitney, CEO of Meredith Whitney Advisory Group LLC. In 2007, she was the first financial analyst to predict major losses for Citigroup, one of the nation’s largest financial services companies. Program from Sunday, September 5, 2010. Q&A CSpan. Hat-tip to The Big Picture. The United States of Inequality: Introducing the Great Divergence by Timothy […]
No Need for Hysteria Over New Proxy Access Rules
In the wake of the SEC’s approval of management proxy access for three percent shareholders, it’s quite surprising to note the vehemence of the remaining opposition to such action. For example, the Wall Street Journal in its lead editorial on August 30, 2010 entitled Alinsky Wins at the SEC, which in itself makes clear the extent […]
7 Qualities of an Innovative Board
Strategic – A board that strives to be strategic makes a constant and conscious effort to ensure strategic focus to every issue it deliberates. Healthy Skeptics – Questions at board meetings should be clear and direct, not obtuse; open, not closed; positive and building, not negative and tearing down. Diligently Prepared – Directors cannot expect […]
CorpGov Bites
Opinion: Business to Blame for Anti-Business Mood, Marty Robins, Special to AOL News, 7/8/10. Where management was utterly disengaged from the business at hand, is it any wonder the public, and lawmakers, are demanding more regulation of the economy… resistance to good-faith efforts to improve governance by bolstering management oversight doesn’t endear business to society. […]
Banking on Governance
Leverage and Risk in US Commercial Banking in the Light of the Current Financial Crisis (available from SSRN) by Christian C.P. Wolff and Nikolaos I. Papanikolaou examines the relationship between leverage and risk in US commercial banking market. From their abstract: Our findings indicate reliably that both on- and off-balance-sheet leverage contributes to (systemic) risk, […]
Building High Performance Boards
The Canadian Coalition for Good Governance’s (CCGG) has issued a revised report on Building High Performance Boards. Here’s a quick overview with just a few examples of best practices highlighted — the report contains many more: Facilitate shareholder democracy Allow shareholders to vote for individual directors; no slates. All directors should be up for election […]
SVNACD: New Proxy Rules on Executive Compensation
What are the new SEC disclosure rules for executive compensation, especially the “risk” to the corporation of their compensation plans? How are companies dealing with these new rules — what do the early returns from this proxy season indicate? Are these new SEC requirements more of an annual risk assessment of compensation than disclosure rules […]
ICGN Issues Global Guidelines for Setting Non-executive Director Pay
In new calls for strengthened accountability, transparency and alignment in non-executive director pay, the International Corporate Governance Network (ICGN) is specifically calling for pay to consist solely of a combination of a cash retainer and equity based remuneration. The ICGN also calls for the elimination of perquisites for non-executive directors. Commenting on the new Guidelines […]
Two Overlooked Lessons From the Financial Crisis
In the year-end reflections two contributing factors deserve more attention. First, "prophetic warnings" from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford Lewis for boards to revoke implicit policies of "don’t ask, don’t tell" with regard to liability issues. The current financial meltdown should remind us of […]
Whole Foods: Progress But Still a Lapdog Board
As I previously posted, Whole Foods Splits Positions, WFMI’s shareowners are making progress. Now, I see from their SEC filing they did more than split CEO and Chair positions. Additionally, our board of directors amended Article IX of our bylaws to provide that, in order for shareholders to approve an amendment to, or a Bylaw […]
Directors From Failing Boards: A More Nuanced Approach
Gretchen Morgenson’s What Iceberg? Just Glide to the Next Boardroom (12/26/09) tells of directors who were supposedly minding the store as disaster struck at companies like Countrywide Financial, Washington Mutual or Fannie Mae and how many have moved on to other boardrooms. Morgenson’s article implied that shareowners should vote them out at their new companies. […]
Top Ten for 2010
Ira M. Millstein, Holly J. Gregory and Rebecca C. Grapsas of Weil, Gotshal & Manges LLP offer up Ten Thoughts for Ordering Governance Relationships in 2010, including recommendations for boards, shareowners and regulators. This Week in the Boardroom: 12/24/09 TK Kerstetter and Scott Cutler also addresses their Top 10 Board Issues for 2010. Response to […]
Fix the Boards – Fix the System
Gillespie and Zweig hit all the bases for a solid home run. They tell us how the game is fixed and how the rules can be changed to play fair. After all, shareowners own the "ball" and all the other equipment. Will we listen? Even more importantly, will we act?
I Read Morgenson; Now What?
You’ve read Gretchen Morgenson’s What Iceberg? Just Glide to the Next Boardroom (NYTimes, 12/26/09) about failing directors moving to other boards, now what? CorpGov.net offers advice on action you can take.
CorpGov Bites
Check out the CorpGov Blog, a work in progress. After years of demands that we have indexed articles, an RSS feed and other advantages of blogs, we’re finally beginning to adapt. With our 15th anniversary coming up in 2010, maybe it is time to join the 21st century. Your feedback is appreciated, either via e-mail […]
A Primer for Boards
Cornelis A. de Kluyver, an academic and practitioner with global experience, has written A Primer on Corporate Governance published by Business Expert Press. While not nearly as extensive as recent textbooks by Bob Tricker or Monks and Minow, this is a quick read that provides most of the basics for future directors and those who […]
ShareOwners.org Launched
Finally a social networking site that will actually accomplish something. Yes, you can “friend” people and post to their “wall.” However, you can also send a powerful message to Congress that shareowners are mad about the lack of accountability and poor regulatory framework for corporations. Shareowners.org promises to provide a central core network for involvement […]
Proxy Access and Hybrid Boards
The Chamber of Commerce opposes the SEC’s proposals on proxy access, claiming that such decisions reside within individual states. “No compelling reason exists to overturn the long-standing state law role in controlling the substantive rules regarding director election,” wrote the Chamber’s Richard Murray in a letter to Schapiro. “Pursuit of a federal right to access […]
Women on Corporate Boards of Directors
Women on Corporate Boards of Directors: International Research and Practice, edited by Susan Vinnicombe, Val Singh, Ronald J. Burke, Diana Bilimoria, and Morten Huse presents an excellent set of worldwide research on progress, strategies, results, and challenges. Overall, progress seems to be glacial but more pronounced in European countries, such as Norway with legislated quotas. […]
January 2009 Special News Supplement: Directors Forum 2009
The conference opened with a great dinner and a fascinating keynote speech by Jim Chanos, founder and managing partner of Kynikos Associates, the world’s biggest short-seller. In introducing him, conference co-host Larry Stambaugh proudly held up a copy of the Financial Times from two days earlier that had Chanos’ picture not only above the fold […]
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 […]
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, […]
The Recurrent Crisis in Corporate Governance
The Recurrent Crisis in Corporate Governance pushes the edge of mainstream thought in this growing discipline. Authors Paul W. MacAvoy and Ira M. Millstein, giants in the field, have well deserved reputations as practitioners and scholars. This thin volume will quickly guide the course for progressive board members concerned with building solid companies, rather than […]