Tag Archives | lead director

Lead Director – Non-Executive Chair: Evolving

Today’s lead director and non-executive chair face a seemingly never-ending set of risks, governance decisions and strategic initiatives as a result of investors’ growing emphasis on board transparency, accountability, and independence. This insightful panel focused on the evolving roles of board leaders, specifically, the independent chair and lead director. Drive higher-performing boards through improved processes, strengthened director evaluation, recruitment efforts, and more effective shareholder engagement.

This was yet another great event sponsored by SVDX and Stanford’s Rock Center for Corporate Governance. I am so glad I only live 120 miles away, so can easily participate in these events. These are my notes, with no guarantee of accuracy. This one was more packed than usual with lots of on-point participation from the audience. Like a good lead director, Ms. Gomez-Russum did an excellent job moderating. Her job was made a little easier, since none of the panelists seemed compelled to dominate. Each had interesting insights.
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Reeds Board: Commonsense Principles

Can't Find a Photo of Reeds Board

I Can’t Find a Photo of Reeds Board ($REED)

Reeds Board (REED); is it functional? As indicated in a previous post, it might be useful to try and apply the recently announced Commonsense Principles of Corporate Governance to Reed’s Inc. and their board of directors. This will probably be something of an exercise in futility with mostly blank spots, since Reeds is a very small company, with little coverage and I don’t know much about what the Reeds Board actually does, only something about what they should be doing. I’m not a very large shareholder, so it isn’t financially worth a major effort for me to mount a challenge to the current Reeds Board or management. However, I am hoping this exercise may be helpful to others considering such a challenge or even just a simple books and records request at Reeds or elsewhere.

The business leaders who authored the Commonsense Principles hoped that, “at the very least, these principles will serve as a catalyst for thoughtful discussion.” That’s the intent here. I hope that my very quick review of the Commonsense Principles might be a catalyst for discussions between the Reeds Board and concerned shareholders. I don’t have time to go through all the Commonsense Principles, so I will just highlight a few that seem relevant to the Reeds Board. Like the authors of the Commonsense Principles, my hope is that this post and other communications will lead to thoughtful discussions between the Reeds Board and the shareholders of Reeds Inc. Continue Reading →

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Hain Celestial ($HAIN): How I Voted – Proxy Score 8%

Hain Celestial Group ($HAIN) is one of the stocks in my portfolio. Their annual meeting is coming up on 11/15/2012. ProxyDemocracy.org had collected the votes of two funds when I voted on 11/8/2012.  I voted with management 8% of the time.  View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →

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Lead Directors: 2nd Best or A Valuable Tool?

It’s common knowledge that separating the roles of CEO and Board Chairman (see Chairmen’s Forum) is considered by most the epitome of best practice, but is far from universal. In the wake of Sarbanes Oxley, many companies designated a genuinely independent director as a “lead director” to run meetings of non-management directors and represent independent directors in dealings with the CEO and with respect to review of the CEO’s performance. The NYSE and NASDAQ now require a comparable designation.

Joann Lublin of the WSJ on Monday September 13, 2010 had an excellent article on this topic entitled “Lead Directors Gain Clout to Counterbalance Strong CEO’s,” on the experiences of many lead directors and the value they are adding at companies such as NCR, E*Trade and Occidental Petroleum, and how they are seen by many as at least a viable alternative to independent chairmen. Specific roles and responsibilities are noted, as is the potential for lead directors to step into broader roles.

This article is an excellent “on the ground” discussion of how lead directors can improve day to day governance and well worth your time to read.

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