Governance Center Blog

Jan
01
2012

2011 Top Read Blog Posts

As 2011 comes to a close, we wanted to share with you the five most read blogs from The Governance Center Blog in 2011. Executive compensation was the big topic of 2011 and we think it will continue to be in 2012 as the focus stays on pay practices in the 2012 proxy. (Don’t miss our upcoming Governance Watch webcast on January 5, which will focus on exec comp and the 2012 proxy.) We think we’ll see more on Dodd-Frank in 2012 as the SEC begins rulemaking. And sustainability will be an increasingly important and public topic for boards. What are you expecting for 2012? Read the rest of this entry »

Posted by Marcel Bucsescu at 11:59 AM | No Comments »

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Dec
21
2011

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:

Read the rest of this entry »

Posted by admin at 3:33 PM | No Comments »

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Dec
15
2011

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 »

Posted by Barbara Blackford at 11:31 AM | No Comments »

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Dec
14
2011

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

Dates:
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 »

Posted by Marcel Bucsescu at 7:10 PM | 1 Comment »

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Dec
07
2011

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 »

Posted by Barbara Blackford at 1:32 PM | 1 Comment »

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Dec
02
2011

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 »

Posted by Larry West at 8:14 AM | No Comments »

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Dec
02
2011

Executive Compensation Director’s Forum

This week, The Conference Board Governance Center co-hosted a director’s forum on executive compensation with the Weinberg Center for Corporate Governance at The University of Delaware in New York City.

Key topics covered include:

Engaging Shareholders on Say-on-Pay and Other Issues
Structuring the Right Performance-Based Compensation Plan for Your Organization
Advice and Counsel from a Legal Perspective
A discussion of Peer Grouping and its Role in the Compensation Process
Creating a Template for Effective Compensation Committee Performance
Institutional Investor Viewpoints and Perspectives
A keynote Address by Justice Jack Jacobs from the Supreme Court of Delaware

Clearly, this topic is front of mind for management, boards, and stakeholders as we head in to the 2012 proxy season. And the media have shown a continued interest in this as well. Read the rest of this entry »

Posted by Marcel Bucsescu at 6:30 AM | No Comments »

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Nov
30
2011

The Conference Board Consumer Confidence Index® Improves

The Conference Board Consumer Confidence Index®, which had declined in October, improved in November. The Index now stands at 56.0 (1985=100), up from 40.9 in October. The Present Situation Index increased to 38.3 from 27.1. The Expectations Index rose to 67.8 from 50.0.

The monthly Consumer Confidence Survey®, based on a probability-design random sample, is conducted for The Conference Board by Nielsen, a leading global provider of information and analytics around what consumers buy and watch. The cutoff date for the preliminary results was November 15th. Read the rest of this entry »

Posted by Governance Center at 6:15 AM | No Comments »

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Nov
22
2011

Comply-or-Explain Listing Standard Adopted in Hong Kong

In line with the corporate governance regimes in many countries, The Stock Exchange of Hong Kong Limited has adopted a “comply or explain” principle as a central element in its regulation of listed issues. The new comply-or-explain regime was modeled on the UK Corporate Governance Code. Read the rest of this entry »

Posted by Barbara Blackford at 11:58 AM | No Comments »

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Nov
18
2011

The Conference Board Leading Economic Index® (LEI) for the U.S. Increases Sharply

The Conference Board Leading Economic Index® (LEI) for the U.S. increased 0.9 percent in October to 117.4 (2004 = 100), following a 0.1 percent increase in September, and a 0.3 percent increase in August.

Says Ataman Ozyildirim, economist at The Conference Board: “The October rebound of the LEI — largely due to the sharp pick-up in housing permits — suggests that the risk of an economic downturn has receded. Improving consumer expectations, stock markets, and labor market indicators also contributed to this month’s gain in the LEI as did the continuing positive contributions from the interest rate spread. The CEI also rose somewhat, led by higher industrial production and employment.”

Says Ken Goldstein, economist at The Conference Board: “The LEI is pointing to continued growth this winter, possibly even gaining a little momentum by spring. The lack of confidence has been the biggest obstacle in generating forward momentum, domestically or globally. As long as it lasts, there is a glimmer of hope.” Read the rest of this entry »

Posted by Governance Center at 2:13 PM | No Comments »

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