Governance Center Blog

Feb
25
2011

Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season

One of the biggest targets going into the 2011 proxy season – the year of Say on Pay – is not those in the C-suite, the boardroom or activist investors. It’s the proxy advisory firms, namely Institutional Shareholder Services (ISS) and Glass Lewis. And that’s before the first full wave of annual general meetings has taken place.

So, with a target on the back of the proxy advisory firms, what are directors of the companies those firms will recommend votes for supposed to do? Read the rest of this entry »

Posted by Gary Larkin at 5:33 PM | No Comments »

Permalink: Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season

Feb
22
2011

Dodd-Frank Act in Middle of Battle Brewing Over SEC Funding

While it may not be on the level of the historic protests in the Middle East or the budget battle playing out in Wisconsin, the funding “war” being waged against the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) in the Republican-controlled House of Representatives is worth noting if you are involved in the corporate governance function of your company.

If anything, the future of the more than $1 billion in federal funds is vulnerable as the new House has vowed to cut billions in government spending, including money that would be used to implement major parts of the Dodd-Frank Act. A bigger question for public companies is what the possible de-funding of some of the SEC programs, such as the whistleblower office and bounty, could mean to corporate governance regulation in the near term. Read the rest of this entry »

Posted by Gary Larkin at 6:43 PM | 2 Comments »

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Feb
18
2011

Is CSR Finally Getting its Due in the Boardroom?

There is an acronym that has finally bubbled up to the boardroom: CSR, as in corporate social responsibility. And one of the reasons it is finally being taken seriously, or getting past the lip service phase, is that companies are discovering there is some real value behind CSR activities.

A recent Director Notes report issued by The Conference Board Governance Center (Investing in CSR to Enhance Customer Value, February 2011) determined that CSR activities have the potential to create several distinct forms of value for customers. The report, co-authored by John Peloza, a professor with Simon Fraser University in Vancouver, Canada, and Jingzhi Shang, a Ph.D. candidate at the school, includes a review of 163 articles about the relationship between CSR activities and financial performance. Read the rest of this entry »

Posted by Gary Larkin at 4:33 PM | 4 Comments »

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Feb
15
2011

Worth Reading … Say on Pay, CD&A Guidance

As public companies and shareholders gear up for the first big wave of SEC-required advisory votes on executive compensation, the frequency of such votes and golden parachute compensation plans in the wake of the Dodd-Frank Act, the search goes on for best practices and advice.

In the past couple of months, there has not been a shortage of both as law firms, compensation consultants, and corporate governance education centers or think tanks. For those of you who need a refresher on the three Say on Pay-related votes this year, here they are: Read the rest of this entry »

Posted by Gary Larkin at 6:26 PM | 1 Comment »

Permalink: Worth Reading … Say on Pay, CD&A Guidance

Feb
11
2011

Beware of Boilerplate With New CD&A Compensation Template

If you are a corporate secretary, compensation committee member or compensation consultant, most likely you heard about the Compensation Discussion & Analysis (CD&A) template produced late last month by the Chartered Financial Analysts Institute. By no means is it the only option for building an effective CD&A.

If you are a regular reader of this blog, you may remember back in June when I had a post about something called a “compensation placemat” that was presented by Janet M. Clarke, a compensation committee chair with ExpressJet Holdings and Asbury Automotive Group at The Conference Board-sponsored 2010 Executive Compensation Conference: Everything Directors and Senior Executives Need to Know About Effective Risk and Reward Sharing. Read the rest of this entry »

Posted by Gary Larkin at 4:59 PM | No Comments »

Permalink: Beware of Boilerplate With New CD&A Compensation Template

Feb
10
2011

Nasdaq Hacking a Wake-Up Call for Boards

Don’t you find it somewhat ironic that the one part of Nasdaq’s website hackers were able to break into was the Directors Desk portal, an online application that allows directors to share confidential information about their boards and corporate governance? It’s almost as if the hackers were sending a message to one of the world’s largest online equity markets: “we know boards don’t understand IT governance and security risks; so we’ll show you how vulnerable you are.”

That’s not the way the story is playing in business publications and online. Many news reports [Wall Street Journal and New York Times] are saying law enforcement officials (including the FBI, Secret Service and the SEC) believe the motive behind the weekend hacking was that the perpetrators were trying to get non-public inside information to gain a trading advantage. After the Wall Street Journal broke the story Friday, it became clear Nasdaq had been dealing with this issue for more than a year and that it could indicate a broader attack on other U.S. market exchange websites. Read the rest of this entry »

Posted by Gary Larkin at 8:11 AM | 3 Comments »

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Feb
04
2011

Q&A With David J. Vidal — Sustainability and Boards

If companies truly want to embrace sustainability, all they have to do is think of it as asset preservation. And if a board wants to understand how sustainability works, they have to realize that business change reflects social change.

David J. Vidal, The Conference Board

Those are some of the thoughts of David J. Vidal, director of The Conference Board Center for Corporate Citizenship and Sustainability. Vidal, who has led the center for more than three years and has been the director of global corporate citizenship the past 12, addressed a Governance Center Director Roundtable Forum session in November on sustainability.

Among his many messages were: corporate citizenship and sustainability are integral to a sustainable future for any leading company, good financial are necessary but not sufficient, environmental and social issues count and new market opportunities await those who embrace a sustainable future. Read the rest of this entry »

Posted by Gary Larkin at 4:45 PM | 3 Comments »

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Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season

Dodd-Frank Act in Middle of Battle Brewing Over SEC Funding

Worth Reading … Say on Pay, CD&A Guidance

Beware of Boilerplate With New CD&A Compensation Template

Nasdaq Hacking a Wake-Up Call for Boards

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