A Director Note by Richard Sandler and Elizabeth Weinstein, Davis Polk & Wardell, recently published by The Conference Board examines the corporate governance practices of the top 50 IPO companies from 2009 through August 2011. A copy of the full Director Note is available here. Read the rest of this entry »
The Conference Board Governance Center Blog
The New York Stock Exchange announced new restrictions in the application of its Rule 452 regarding brokers’ ability to vote uninstructed customer shares.
Under Rule 452, the NYSE will no longer permit brokers to vote customer shares, without specific customer instructions, on the following governance proposals:
- Destaggering a company’s board of directors;
- Majority voting in the election of directors;
- Eliminating supermajority voting requirements;
- Providing for the use of consents;
- Providing the right to call a special meeting; and
- Certain types of anti-takeover provision overrides.
Barbara Blackford is currently a Senior Advisor to The Conference Board Governance Center. Barbara recently retired from Superior Essex Inc., a Fortune 750 wire and cable manufacturer acquired by LS Corp, a leading South Korea exchange listed company and a member of the LS Group. Barbara has also served as General Counsel of AirGate PCS, a NASDAQ listed Sprint affiliate and Associate General Counsel of Monsanto Company. While at Monsanto, she was head of the Corporate Securities, Corporate Governance and Mergers & Acquisitions legal functions and oversaw more than $40 billion in M&A activity. In all of these roles, she was primarily responsible for providing legal support to the Board of Directors, securities compliance and executive compensation. Barbara served on the Board of Directors of the Society of Corporate Secretaries and Governance Professionals and is a frequent speaker on governance and securities laws. She served as the Reporter for The Conference Board Task Force on Executive Compensation.
While we are in a contemplative mood with respect to what may happen in 2012, I turned to the topic of mergers and acquisitions. Cleary Gottlieb Steen & Hamilton LLP recently published an advisory about what boards of directors may face in 2012, and one of the major topics was 2012 mergers and acquisition activity. Below is an excerpt from the advisory.
M&A in 2012 – Significant Opportunities … and Risks
The decision of whether or not to separate the chair and chief executive roles remains a hot governance topic for public companies, boards, and shareholders. While the number of companies separating the roles of board chair and CEO has grown significantly over the past five years, it is not yet a majority practice in the US. According to The Conference Board’s 2011 Director Compensation and Board Practices Report, approximately 50% of nonfinancial services companies in the US separated these roles, with less than 65% of those companies having an independent board chair. Read the rest of this entry »