The Conference Board Governance Center Blog


Most Read Posts of 2013

By Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board

As 2013 comes to a close, we want to thank all of our contributors and readers for this past year and to revisit the top five most viewed blogs of the year. Activism takes the top spot and executive compensation is also a key theme. Our sense is that both of these issues will continue through 2014, so stay tuned for more on these topics and others. Happy new year!

Debunking Myths About Activist Investors
By Chuck Nathan, Partner and Senior Advisor, RLM Finsbury

Activist investing has become quite the rage in the equity marketplace. Activist investors are proliferating, and there is a marked inflow of new capital to this asset class. The discipline of activist investing is popping up in more conversations about the nature and role of equity investors. As a result, it is occupying the thoughts, and sometimes the nightmares, of an increasing number of corporate executives and their advisers. The phenomenon has even become a topic du jour of academics, who are busily finding sufficient economic value in the function of activist investing to justify urging the SEC not to shorten the historic minimum time frames for reporting accumulations of more than five percent of a company’s stock explicitly to permit activists to accumulate larger blocks before disclosure of their activities results in a rise in market trading values for the stock in question. Read the rest of this entry »

An Important Company Victory in the Proxy Disclosure Litigation Wars
By Jim Barrall, Partner, Latham & Watkins LLP

In a very important development in the current proxy disclosure litigation wars relating to annual meeting votes, last Thursday the Santa Clara County Superior Court sustained Symantec Corporation’s demurrer in Natalie Gordon vs. Symantec Corporation, et al., dismissing a shareholder lawsuit which had sought declaratory relief and damages against Symantec and its directors based on allegations that the directors had breached their fiduciary duties by failing to provide adequate disclosure to shareholders regarding Symantec’s say-on-pay vote in the company’s August 2012 proxy. Read the rest of this entry »

The Five Most Important Things Companies Need to Know and Do About the SEC’s Proposed CEO Pay Ratio Rules
By Jim Barrall, Partner, Latham & Watkins LLP

Last Wednesday the SEC met and issued 162 pages of proposed rules and commentary under Section 953(b) of the Dodd Frank Act, which requires U.S. public companies to disclose the ratio of the total compensation of the their median compensated employee to that of their CEO. Here is Latham’s Corporate Governance Alert describing the rulesRead the rest of this entry »

CEO-Board Chair Separation: Promises and Pitfalls
By Ryan Krause, PhD Candidate, and Matthew Semadeni, Associate Professor of Strategy, Indiana University Kelley School of Business

If you choose to demote your CEO, make sure you have a reason other than “It’s best practice”.

The debate over whether the CEO and Board Chairperson titles should be held by one or two individuals has raged for at least twenty years and shows no signs of slowing down. Companies like News Corp. and Wells Fargo recently faced shareholder proposals demanding they split the top jobs. CEOs and many corporate directors argue that separating the CEO and Board Chairperson roles risks losing unity of command, which is especially important in fast-changing environments. On the other hand, many in the corporate governance community argue that a CEO who also chairs the board enjoys unchecked power that he or she could potentially use toward nefarious ends. Read the rest of this entry »

Executive Compensation and the Utility of Peer Groups: Key Take Aways
By Jim Barrall, Partner, Latham & Watkins LLP

It was my special privilege and pleasure to serve as the moderator of The Conference Board Governance Center-sponsored debate between Charles Elson and Craig Ferrere of the John L. Weinberg Center for Corporate Governance at the University of Delaware, in one corner, and Ira Kay of Pay Governance LLC, in the other corner, on the subject of executive pay in the USA, held on January 18, 2013.

Simply put, this 90 minute exchange is the single best discussion on the subject of the causes and effects of peer group benchmarking, and on the subject of CEO pay in general, that I have ever heard in my many years of working in the executive pay and governance arena. Read the rest of this entry »

About the Blogger:

Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board

Marcel Bucsescu, Assistant Director, Governance Center, The Conference Board

Marcel Bucsescu is assistant director of The Conference Board Governance Center. In this role, he oversees all Center programs and leads several key efforts, including The Conference Board Governance Center Blog, Governance Watch webcast series, and The Conference Board Council of Chief Legal Officers.





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One Response to “Most Read Posts of 2013”

  1. Eugene Fram says:

    Marcel; You may be interested in these articles and links, if you haven’t already seen them.

    Blog site Book:

    The nonprofit governance model in the book is based on: building trust between the board and management, eliminating redundant board committees; eliminating board micromanagement; focusing the board on policy & strategy and having a robust board evaluation focused on outcomes and impacts, not processes. It has been adopted or adopted by thousands of nonprofit boards.

    Many ways book can be used: Adopt or adapt the model; Reference source for board issues; Training tool board development; Motivational tool for director engagement; Reference to understand board governance & compliance obligations

    BTW: My partner on the book is a professional writer. The material in the book is presented in story line format for interesting and easy reading. The material, however, is based on my extensive field experiences as a NFP board director and consultant. All examples reported have a fact base without embellishment. .

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