The Conference Board Governance Center Blog


Cybersecurity framework: A starting point for companies

By Mary Ann Cloyd, Leader, PwC’s Center for Board Governance

  Editor’s Note: Additional resources on cybersecurity from The Conference Board can be found here.

Earlier this year, the National Institute of Standards and Technology’s (NIST) released its new Cybersecurity Framework.

Charles Beard, principal in PwC’s forensics practice and former senior vice president and general manager of Science Applications International Corp.’s cybersecurity group, and the Honorable Tom Ridge, former US Secretary of Homeland Security and co-founder of Ridge-Schmidt Cyber, discussed cybersecurity risk during PwC’s Center for Board Governance March 27 cybersecurity webcast.

“There are five things not addressed in the framework that are important for independent directors to understand,” Beard said during the webcast. They are as follows:

Read the rest of this entry »


Did ISS get it right in recommending a vote against Target’s directors?

By Donna Dabney, Executive Director, Governance Center, The Conference Board

Several news sources recently reported that ISS is recommending a vote against seven of Target’s ten directors because they served on the Audit Committee or the Corporate Responsibility Committee at the time of the well-publicized data breach at Target last year.  How directors satisfy investors about the quality of their oversight is one of the key issues identified by The Conference Board Task Force on Investor Engagement in its reports released in March.1 That issue—the quality of director oversight–is front and center of the ISS recommendation to vote against seven of Target’s ten directors. Read the rest of this entry »


CEO Succession: A conversation with Richard Beyer

By Jason Schloetzer, Assistant Professor, Georgetown University McDonough School of Business

Recently, The Conference Board published the 2014 CEO Succession Practices Report. As a follow-up to that report, which I co-authored with Melissa Aguilar and Matteo Tonello of The Conference Board, I spoke with Richard Beyer, former Chairman and CEO of Freescale Semiconductor and a director on three public company boards, about his thoughts on CEO succession and the role of the board. Below is a highlight of our discussion. You can listen to our full conversation below. Read the rest of this entry »


Proxy Season 2014 Update: Proxy Vote Injunction Lawsuits

By Jim Barrall, Partner, Latham & Watkins LLP

Early last year, I wrote on the new wave of proxy injunction lawsuits and investigations which were aimed at enjoining shareholder votes on say-on-pay proposals and proposals to approve increases in shares authorized under company equity plans, alleging breaches of fiduciary duties by Boards of Directors and companies for failure to provide adequate disclosure about the votes. In that post I linked to Latham’s Corporate Governance Commentary on defending against these lawsuits and discussed the emerging trend as of that date. Subsequently, I wrote posts on two important company victories in lawsuits brought to enjoin say-on-pay votes in Natalie Gordon vs. Symantec Corporation and Paul Noble vs. AAR Corp. As of then, lawsuits seeking to enjoin votes by shareholders on say-on-pay and equity plan proposals had then been filed against more than 22 public companies by plaintiffs represented by the law firm of Faruqi & Faruqi LLP. Read the rest of this entry »


How the Shareholder Proposal Process Should Work

By Donna Dabney, Executive Director, Governance Center, The Conference Board

Two interesting developments on the shareholder proposal front arose this past week. SEC Commissioner Gallagher gave a speech (see below) giving a powerful voice to what many general counsels and corporate secretaries have been thinking for some time—the shareholder proposal process is out of control, with too many shareholders without a significant stake in a company making proposals that are not relevant to increasing sustainable value. Then, the next day, New York City Comptroller, Scott Stringer,  issued a press release (see below) announcing that four companies took steps to increase diversity on their boards as a result of shareholder proposals submitted by New York City pension funds. These two developments are not inconsistent. Read the rest of this entry »

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