Barbara Blackford
Posts by Barbara Blackford
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A New View Into Proxy Voting (02.16.12 )
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.
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Governance Practices of IPO Companies – Is Carlyle More Mainstream Than You Thought? (01.30.12 )
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.
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2012 Trends for Corporate Social Responsibility and Ethics and Compliance (01.27.12 )
In the last of my series of posts about trends for 2012, I found two articles of particular interest. Corporate Social Responsibility In an article by Tim Mohin, director of corporate social responsibility at Advanced Micro Devices, published in Forbes, Mohin describes ten key developments to watch in 2012 in corporate social responsibility.
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NYSE Limiting Broker Discretion for Governance Proposals (01.26.12 )
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 [...]
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M&A Activity in 2012 (01.25.12 )
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. [...]
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Separation of Chair/CEO Roles (01.20.12 )
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 [...]
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Governance Challenges and Priorities for 2012 (01.18.12 )
What are the biggest corporate governance challenges and issues for 2012? I spoke with a number of investors and other governance experts, and here’s what they said:
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Executive Compensation–Tips for Preparing Your Company’s 2012 Proxy Statement (01.13.12 )
Last week the Governance Center held a webcast on Executive Compensation and the 2012 Proxy Season. Our panelists had a number of tips for companies as they approach the second year of say on pay and prepare their proxy statements:
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For Companies in the Gray Zone, Preparing for the Next Say-on-Pay Vote is Black and White (12.15.11 )
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 [...]
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Directors React to ISS Policy Updates for 2012 Proxy Season (12.07.11 )
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 [...]

