Tag Archives | Holly J. Gregory

The Handbook of Board Governance: Part 2

The Handbook of Board GovernanceI continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 2 of the bookWhat Makes for a Good Board? See prior introductory comments and those on Part 1. I suspect the book will soon be the most popular collection of articles of current interest in the field of corporate governance.

The Handbook of Board Governance: Director Independence, Competency, and Behavior

Dr. Richard Leblanc‘s chapter focuses on the above three elements that make an effective director. Regulations require independence but not industry expertise; both are important elements. Leblanc cites ways director independence is commonly compromised and how independence ‘of mind’ can be enhanced. He then applies most of the same principles to choosing external advisors.  Throughout the chapter he employees useful exhibits that reinforce the text with bullet points, tables, etc. for quick reference. Continue Reading →

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LeBlanc on Key Steps to an Effective Board

Dr. Richard LeBlanc

Dr. Richard LeBlanc

A North American board governance guru, Dr. Richard LeBlanc is put on the hot seat to discuss key steps to creating a great board—and how investors can know how effective their board really is. LeBlanc and host TK Kerstetter talk about board leadership, board assessments, board recruitment and composition.Inside the Boardroom by Richard LeBlanc

Kerstetter also quizzes LeBlanc about his book, Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. The two discuss his predictions and whether a corporate governance revolution he projected in 2005 actually transpired. Continue Reading →

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ISS Proxy Voting Survey Due Friday at 5:00 pm ET

ISS Proxy Voting Survey - Hall of Mirrors

ISS Proxy Voting Survey – Hall of Mirrors

Attention everyone who thinks ISS has too much say over how proxies are voted. It might be a good time for you to see how those policies are actually developed. No, ISS doesn’t develop its policies by reviewing all the academic research to determine which types of proxy proposals create value or are correlated with value creation (Do ISS Voting Recommendations Create Shareholder Value?David F. Larcker, Brian Tayan) Instead, the ISS proxy voting survey essentially asks subscribers to tell ISS how it should advise their subscribers to vote.

When I first heard about this years ago, it felt like looking down a never ending hall of mirrors. You ask me how shareholders should vote; then, when voting time comes, you remind me what I said. Of course, not all ISS clients will have anything to say about every issue and a large number probably do not have the staff to be researching proxy voting issues and policies. It is a little like one of those Lost on the Moon exercises you may have taken in one of your classes on group dynamics. In most cases, the group will be smarter than the individual participants. The same principles apply in creating a proxy voting policy.  Continue Reading →

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NACD Directorship 100 Released

NACD-DirectorshipThe National Association of Corporate Directors (NACD) announced the 2014 NACD Directorship 100, the annual list that recognizes leading corporate directors, corporate governance experts, policymakers, and influencers who significantly impact boardroom practices and performance. NACD has recognized individual directors who serve as role models in promoting exemplary board leadership, oversight, and courage in the boardroom for more than 37 years. Continue Reading →

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Quick Bites on CorpGov

UnknownDon’t miss the following great reads:

 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 desirable employment opportunities and, overall, push them to act like good corporate citizens. These active investors accomplish these things by talking to companies, preparing proxy proposals for all shareholders to consider, and offering recommendations on director elections and company-sponsored proxy measures.

Ralph Ward digs past the standard bullshit in his 2014 Boardroom Insider. Always plenty to chew on in a few short pages. Here’s a tidbit, which I hope will leave you wanting more, which includes more tips than you’ll find in pages and pages of other publications aimed at directors. Continue Reading →

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Corporate Directors Forum: Day 1, Part 2

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 materialsCorporate 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 →

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