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. Below is an excerpt from the advisory.
M&A in 2012 – Significant Opportunities … and Risks
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 US. According to The Conference Board’s 2011 Director Compensation and Board Practices Report, approximately 50% of nonfinancial services companies in the US separated these roles, with less than 65% of those companies having an independent board chair. Read the rest of this entry »
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:
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: Read the rest of this entry »
The web has been buzzing today about the recent agreement between Verizon Communications Inc. and the SEC. The agreement, detailed in a Wall Street Journal article, lays out the details. In short, Verizon will increase the disclosed pay for former CEO Ivan Seidenberg by $20 Million for 2009 and 2010 due to discretionary grants given to Mr. Seidenberg in 2007 and 2008. But what most people are focused on is on how to read the SEC staff position in a broader sense. Read the rest of this entry »
On December 16th, as people were preparing to shut down their computers for the holidays, we held a Governance Center webcast to review the key issues affecting 2012 Proxy Season. You can view the recording from that session below. Read the rest of this entry »
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 »
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:
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 »
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 »