With All the Brains in the Room — That’s how real value is created in corporate governance, not by making CEOs kings and presidents tyrants.
Tag Archives | CEOs
Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value
Proxy Power and How to Squash the Voice of Shareholders would have been a better title for the September 10, 2025, House Committee on Financial Services hearing. The hearing examined the SEC’s Rule 14a-8, which governs the submission of shareholder proposals to publicly traded companies. While some witnesses argued the rule is exploited by activists […]
Employee Ownership: Comments on SEC HCM Petitions
Employee ownership has a huge potential to improve firm performance, reduce layoffs, improve employee compensation and benefits, boost median household wealth, foster longer median job tenure, and reduce racial and gender wealth gaps. It also has a long history of bipartisan support. The benefits of employee ownership are wasted when too […]
BRT’s Stakeholder Capitalism
BRT’s Stakeholder Capitalism Exposed Lucian Bebchuk and Roberto Tallarita recently published an op-ed in the Wall Street Journal, ‘Stakeholder’ Capitalism Seems Mostly for Show. “If CEOs really intended to amend their companies’ purpose, they’d at least consult their boards first.” In an email with a link to the op-ed and the study upon which it is based, Bebchuk […]
CEO Compensation was a Joke Before Covid-19
CEO Compensation was a Joke Before Covid-19, Now It is Just Obnoxious In an era of sacrifice, risk, and despair for many employees, one group of employees has yet again defied the norm, often with significant increases in actual compensation and wealth during the COVID-19 pandemic and resulting economic and societal turmoil. Who are these […]
Sock Puppets for Proxy Advisory Rule
Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]
Compensation: The Difference it Makes
Compensation: The Difference it Makes Compensation. Most Americans think CEOs of the 500 largest publicly traded corporations are overpaid, even though they think CEOs made less than a tenth of what they actually earn. The Rock Center for Corporate Governance at Stanford University conducted a nationwide survey of 1,202 individuals — representative by gender, race, […]
Gordon Gekko and Governing Small-Caps: Greed Works
Few who have seen it can forget the iconic scene from the movie Wall Street when Michael Douglas’s character Gordon Gekko stands up, microphone in hand, at Teldar Paper’s shareholder meeting and says: “The point is, ladies and gentleman, that greed, for lack of a better word, is good. Greed is right, greed works.” Cinematic […]
Small Gains by Women in California Companies
Women in California companies continue to make slight progress. More of California’s largest 400 public companies public companies than ever have women chief executive officers (CEOs), and fewer have no women in their C-suites and boardrooms. However, the annual University of California, Davis, study shows women still hold just one in eight of the senior […]
The Power of Shame Applied to CEOs and Corporations
Robert A.G. Monks, concerned with shameful corporate behavior today blogged When a Child Rules the Parent: The Problem of Corporate Domicile in a Global World. Corporations are creatures of the state but the social contracts that made them attractive in serving human interests are breaking down… Either we need to reign corporate operations in within […]
Wayback: Five, Ten and Fifteen Years Ago in Corporate Governance
Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Five years ago in Corporate Governance 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 […]
California Women Business Leaders: Discrimination Continues
The rewards of corporate leadership accrue faster for men. Not only do women hold just one in nine of the executive and board positions in California’s top 400 public companies, an annual University of California, Davis, study shows that that the women in top executive roles are not being promoted to the highest levels, and […]
A VC’s Role on Boards & Director’s College
The role of VCs on private boards and their boardroom role in the IPO process are the stuff of Silicon Valley legend. The real story of VCs in boardrooms — when they first take a seat at the table to when they eventually leave the room — needs to be told. We’ll help set the […]
Should CEO Des Hague be Fired for Kicking Puppy?
Sports catering giant Centerplate fined and censured CEO Des Hague last week after an internal review of surveillance video showing him kicking and yanking his friend’s puppy by its leash in a Vancouver elevator.(ESPN) Should the board fire him? Maybe we need more videos of CEOs and board discussing global climate change, slave labor and […]
Directors&Boards: Digital Advisors & Knowledge Capture
Directors&Boards is one of our “stakeholders.” No, that doesn’t mean they own part of us or that we own part of them and it doesn’t mean we always agree with each other. But they are included in our primary reference groups, those who contribute regularly to our “vocabulary of meaning.” The current edition begins to address […]
Stanford Academics Focus on Wrong Problems at ISS
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 […]
SVNACD Event – Corporate Boards: Strategy, Not Just Operations Review
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 […]
Boys' Club Still in Charge of California Businesses
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 […]
Corporate Governance Bites
Continuing challenges to exclusive forum bylaw provisions – Lexology An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach […]
New CEOs: The Diversification of the Corner Office
Sociologists Richard Zweigenhaft and G. William Domhoff began studying ascendance to the top corporate office 20 years ago and, while the population of CEOs is far from diverse, they report that they have been surprised to see as many women and minorities as they have. Today there are 80 white women, African Americans, Latinos, and Asian Americans […]
Guest Post: Performance of Indian Boards
The following is a guest post by by Sonia Jaspal from her blog, Sonia Jaspal’s RiskBoard, originally posted on June 12, 2012. I’ve added a few links, a couple of ads and reformatted the post slightly. (more…)
Emotional Intelligence
We need to do a better job of evaluating the emotional competency or our leaders. “A fine balance has to be maintained between technical and emotional competency of the individual and organization objectives and culture, wrote Sonia Jaspal back in 11/16/2011. Here is an excerpt from her argument, which deserves wider circulation. (more…)
Parsing the Vote: CEO Pay Characteristics Relative to Shareholder Dissent
That’s the title of a new report from ISS on the factors that contributed to significant investor opposition during last year’s say-on-pay votes at U.S. companies. From the summary: (more…)
The Incoherent Way We “Hire” Directors
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…)
When the CEO Really Must Go
It is often said that “the most important function of a board is to hire and fire the CEO.” Yet the experience of many is that boards do a pretty good job on the hiring front and a not-so-good job on the “exit.” An exciting SVNACD session in Palo Alto focused on the pitfalls of […]
CEOs: Not the Best Directors
The new 2011 Corporate Board of Directors Survey from Stanford University’s Rock Center for Corporate Governance and Heidrick & Struggles has uncovered surprises about who makes the best board directors: it’s not necessarily the current CEOs that most companies seek out. “The popular consensus is that active CEOs make the best board members because of […]
When the CEO Really Must Go
It is often said that “the most important function of a board is to hire and fire the CEO.” Yet the experience of many is that boards do a pretty good job on the hiring front and a not-so-good job on the “exit.” The Silicon Valley Chapter of the National Association of Corporate Directors will hold a […]
Power Struggles Over Pay
Gary Larkin’s recent post, 2011 CEO Succession Report: Dismissals Up, Outside Hires on the Rise, informs Conference Board readers that Institutional Shareholder Services has launched an executive compensation database service for its client subscribers. Say on Pay rules were the driving force behind the new service. The database includes historical CEO and NEO (named executive […]
Video: Abe Friedman on CEO Pay
CEOs at the biggest U.S. companies saw their pay jump sharply in 2010, as boards rewarded them for strong profit and share-price growth with bigger bonuses and stock grants. The median value of salaries, bonuses and long-term incentive awards for CEOs of the 350 biggest companies (that filed proxies between May 1, 2010, and April […]
CorpGov and Exec Pay
GovernanceMetrics International recently sampled large corporations and found that CEO pay jumped 27% in 2010 to a median of $9 million. According to William Lazonick, professor at the University of Massachusetts, in 2010 the S&P 500 jumped 12.8%, capping a two-year gain of 39.3%. Companies in the S&P 500 boosted profits by 47% in 2010, […]
Excess-Pay: Beyond the 2% Solution
Excess executive pay can impose substantial costs on companies and shareowners even if manipulation or misconduct isn’t involved. Executive pay is the biggest lightening rod in corporate governance, prompting Dodd-Frank to include clawback requirements, mandatory say on pay, and say when on pay votes, as well as the coming ratio between executive pay and the […]
CEOs Should Get Out Vote Among Employees Says Daly
In remarks before the National Press Club, the CEO of Broadridge, the nation’s largest shareholder communications company, called on all CEOs to encourage individual shareholders, including employee shareholders, to vote their proxies. In 2010, just one in 20 individual retail investors voiced their opinions about the companies they invested in by exercising their fundamental shareholder right. That […]
Video Friday: Financial Crisis & CEO Input Into Board Selection
In response to growing concerns on the spread of the financial crisis, the Yale School of Management, in partnership with the Wall Street Journal and CNBC, organized a roundtable discussion in New York on September 23, 2010 that brought together business leaders and scholars from Yale, Wharton, NYU, and the Columbia and Harvard business schools […]
Effective Chair-CEO Relations
The number of U.S. companies that separate the chairman and CEO roles is at a historic high: 40% of the S&P 500 now separate the roles, up from 23% a decade ago, according to Spencer Stuart. Of the 40%, 19% may be classified as independent Chairs, up from 9% five years ago. A new report […]
HP Nomination Committee Under Fire
I recently got this from an anonymous member (here are related thoughts from Cydney Posner and Marty Lipton): You may have seen the stories regarding ISS’ recommendation that shareholders withhold against the entire Hewlett-Packard nominating committee for the way new directors were selected. I haven’t seen the ISS report, but the news stories (eg. WSJ […]