This week, The Conference Board released a new Director Note titled The Influence of Proxy Advisory Firm Voting Recommendations on Say-on-Pay Votes and Executive Compensation Decisions. The report examines current evidence regarding the influence of third-party proxy advisory firms’ voting recommendations on shareholder proposal voting outcomes, particularly say-on-pay votes. Read the rest of this entry »
University of Michigan Law School Directors' College for Global Business & Law
On April 18 – 20, The Conference Board Governance Center is co-sponsoring the University of Michigan Law School Directors’ College for Global Business & Law. As the event approaches, we will be re-posting blogs from the Directors’ College’s blog. So, with all of the talk about Executive Compensation here in the US, we wanted to share a recent post on CEO Compensation in India. Read the rest of this entry »
It seems that no matter where you turn on the web these days, there is mention of Citizens United. Two years later, this is still an issue of focus for companies, shareholders, and increasingly, the SEC. The Conference Board has been looking at this issue too since the 2010 Handbook on Corporate Political Activity. Read the rest of this entry »
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 »
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 »
By Anthony Galban
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 »
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 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: