The Conference Board Governance Center Blog

Feb
16
2012

A New View Into Proxy Voting

In preparing for annual shareholder meetings and evaluating decisions about key governance practices, governance professionals, boards and management often need to evaluate appropriate responses to shareholder proposals and governance practices in light of recent voting results on similar proposals or practices. Read the rest of this entry »

Feb
06
2012

Mismatch in the Boardroom

What’s the best way for boards to protect their standing and influence against an all-powerful CEO? By separating the roles of chairman and CEO.

The CEO’s plan was obviously flawed—why didn’t you say something? When it’s too late to reverse the bad decisions, viewing the wreckage of a product line or a pricing strategy or an entire company, eyes turn toward the board. And as we’ve seen in recent years, some boards are undeniably lackadaisical when it comes to oversight and guidance. Read the rest of this entry »

Feb
01
2012

Boards Beware of Growing Executive Compensation Packages

Some 25 years ago I attended a crowded and agitated shareholders meeting for a Fortune 500 company. During the meeting, a shareholder held up a large and colorful chart for the meeting attendees to see. The chart showed the change in the CEO’s compensation compared to shareholder return over the past several years. Impressively, the CEO pay had grown by roughly 300%. As I struggled to see the second line charting shareholder return, I noted the flat line running along the x axis indicating little to no growth for shareholders. Read the rest of this entry »

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