The Conference Board Governance Center Blog


ISS Publishes White Paper on Pay for Performance Evaluation

Yesterday ISS published a white paper detailing its new methodology for the pay-for-performance test described in ISS’ 2012 proxy voting policies. ISS’ new approach to evaluating pay for performance alignment consists of two steps:

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For Companies in the Gray Zone, Preparing for the Next Say-on-Pay Vote is Black and White

As I noted in my post about the 2012 ISS Policy Updates, in the lead up to the 2012 voting season, there has been a great deal of discussion about what happens with companies that garnered a of majority shareholder support for the company’s say-on-pay proposal, but not overwhelming majority support.  With ISS effectively drawing a bright line around those companies with “truly” passing say on pay votes (more than 70 percent), and those in the “gray” zone (those with more than 50 but less than 70 percent), we asked Yonat Assayag, a Partner with ClearBridge Compensation Group, for her firm’s view on how companies in this “gray zone” prepare for the 2012 say on pay vote.  Here is Yonat’s response . . .


As 2011 comes to a close, most public companies have by now had their shareholder advisory vote on their executive pay programs, known as “say-on-pay.”  Say-on-pay, an outcome of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires publicly-traded companies in the U.S. to hold shareholder advisory votes at least once every three years. Read the rest of this entry »


Governance Watch – What to Expect in the 2012 Proxy Season

We’re pleased to offer readers of the blog a complimentary pass to upcoming Governance Watch webcasts focused on the 2012 proxy season.

Governance Watch Sponsor: Cleary Gottlieb Steen & Hamilton LLP

Governance Watch Sponsor: Cleary Gottlieb Steen & Hamilton LLP

What to Expect in the 2012 Proxy Season
December 16, 2011 | 12:30 PM ET

Executive Compensation and the 2012 Proxy Season
January 5, 2012 | 3:00 PM EST

Click here to register now! Use registration code “Blog” to receive your complimentary registration.  Read the rest of this entry »


Directors React to ISS Policy Updates for 2012 Proxy Season

On December 1-2, 2011, directors from across the country participated in the Executive Compensation Director’s Forum presented by The Weinberg Center for Corporate Governance of the University of Delaware and The Conference Board’s Governance Center.  At the Forum, directors discussed a wide range of issues related to the challenges of designing and administering appropriate executive programs in a difficult and hard-to-predict economic environment, where compensation decisions are being placed under the microscope by investors, proxy-advisory firms, employees, media and the public. Read the rest of this entry »


Shareholder Activism in Uncertain Times

The recent Governance Watch webcast, Shareholder Activism in Uncertain Times, raised important questions for both management and boards to consider in the midst of an economic climate that is making many companies particularly attractive to activist shareholders, and potentially vulnerable to aggressive moves that could force a board to take actions that may not be in the best long-term interest of the company or the majority of its investors.

The roundtable discussion was moderated by Ethan Klingsberg, a partner at Cleary Gottlieb Steen & Hamilton LLP, and featured three guests:

  • Kathy Bostjancic, director for Macroeconomic Analysis at The Conference Board;
  • Timothy Ingrassia, co-chairman of Global Mergers & Acquisitions at Goldman Sachs; and
  • Glenn Eisenberg, CFO at Timken Co. and a director at both Alpha Natural Resources and Family Dollar Stores.

Bostjancic started the discussion by summarizing the current economic situation and outlook, noting that although the U.S. economy may avoid falling into another official recession, growth is likely to remain very slow through early 2012. Read the rest of this entry »

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