Governance Center Blog

Jan
26
2012

NYSE Limiting Broker Discretion for Governance Proposals

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 the election of directors;
Eliminating supermajority voting requirements;
Providing for the use of consents;
Providing the right to call a special meeting; and
Certain types of anti-takeover provision overrides.

Posted by Barbara Blackford at 3:10 PM | No Comments »

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Jan
18
2012

Governance Challenges and Priorities for 2012

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:

Read the rest of this entry »

Posted by Barbara Blackford at 5:17 PM | 1 Comment »

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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
17
2011

Improving Board Diversity

Board diversity in the United States has remained relatively unchanged, despite a variety of developments affecting United States public companies, including an increased emphasis on business justifications for diversity and increased disclosure requirements related to diversity, according to a recent Director Note entitled Revisiting Justifications for Board Diversity published by The Conference Board. The Director Note also reports, however, that the existence of an outlined strategy for implementing a diversity initiative was an important factor in the overall success of such an initiative, according to one study.

To assist companies seeking to increase gender diversity of their boards, The Conference Board announced this week the release of an innovative scenario modeler developed by The Conference Board and Georgetown University’s McDonough School of Business in partnership with The SAIS Center for Transatlantic Relations at Johns Hopkins University. The model draws on historical data from 2,749 U.S. public companies to examine the evolution of gender diversity on U.S. corporate boards each year between 2011 and 2040. The interactive model allows users to adjust board characteristics to assess how departures from today’s prevailing corporate governance trends could accelerate or impede the progress toward greater gender parity in coming decades. Read the rest of this entry »

Posted by Barbara Blackford at 5:57 PM | No Comments »

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Nov
11
2011

Comply or Explain to Survive EU Action on Corporate Governance?

The European Commission has issued two Green Papers on Corporate Governance: one relating specifically to Financial Institutions and the second covering a revised framework for corporate governance for all EU listed companies.

Historically, the UK and a few other European countries have taken a “comply or explain” approach to corporate governance. Country law specifies governance practices to be implemented, and companies can decide to comply with the practice (i.e., “comply”), or disclose its rationale for non-compliance (i.e., “explain”).

Since the financial crisis, the Commission has tended to adopt a much more rules-based approach to corporate governance in its proposals, and is skeptical of voluntary and framework models. Read the rest of this entry »

Posted by Barbara Blackford at 4:33 PM | No Comments »

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Nov
10
2011

Cyber Security in the Boardroom

Cyber security, and the importance of management and board engagement on the issue, has been generating a lot of discussion lately. Indeed, the spate of security breaches has made it clear that no organization is immune and that, as a society, we must develop a level of tolerance for the fact that our information is accessible to those with the determination and resources to go after it.

Even if we resign ourselves to the risk of a breach, however, there are steps that organizations can and should take to reduce the likelihood of a breach and to mitigate the impact and disruption if one does happen. Read the rest of this entry »

Posted by Marcel Bucsescu at 1:42 PM | No Comments »

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Oct
31
2011

Diverse Issues, Multiple Voices Drive Thought Leadership on Governance Center Blog

When The Conference Board Governance Center launched the Governance Center Blog more than two years ago, the United States and, indeed, the world, was still reeling from the financial crisis. Much of the governance community was focused on the debate over what additional regulatory reforms were required to prevent excessive risk taking and help restore confidence in financial institutions and companies in general. Today, we face a continued low growth environment and high unemployment in the US and Europe, while the congressional “Super Committee” addresses US deficit challenges and EU leaders struggle with a plan to address European debt issues. In this environment, companies and investors will continue to face not only the daily challenges of managing their operations in a difficult economic environment, but will also be faced with myriad governance challenges — including appropriately managing risks, communicating with their key constituencies, creating and maintaining a sustainable business model, and effectively and efficiently implementing increased regulations.

The Governance Center will continue to seek to be a thought and convening leader in helping to address these governance challenges. We hope the blog will serve not only as a place to provide information about developments, but engage the governance community in discussions on different views for managing issues and new or controversial ideas.

Going forward, we plan to engage many voices in the blog that reflect the diversity of issues faced by governance professionals, boards and management. These voices will include:

Marcel Bucsescu, manager in our Corporate Leadership Group, who leads our work exploring evolving governance challenges such as corporate political giving
Barbara Blackford, senior advisor to the Governance Center, advisor to The Conference Board Task Force on Executive Compensation, and former general counsel of a Fortune 750 company
Joseph Caruso, Executive in Residence and former corporate secretary of Guardian Life Insurance

We will also be inviting thought leaders from across the governance spectrum to contribute their perspectives to these important and ongoing discussions.

I want to thank Gary Larkin for the outstanding work that he did in building the Governance Center Blog into a recognized leader in the business blog world.

We look forward to your continued support of the Governance Center and our blog and we welcome your suggestions and feedback as we move forward.

– R. William Ide, III, Chairman, The Conference Board Governance Center

Posted by Governance Center at 4:27 PM | No Comments »

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Oct
31
2011

Gary Larkin Signs Off as Governance Center Blog Editor

For the last two years, I have had the privilege of writing the first ever blog for The Conference Board. After nearly 200 posts of news analysis on such topics as Say on Pay, proxy access, and executive compensation, I am turning in my old desktop computer for that of a laptop at a Big 4 accounting firm.

As of Oct. 24, I am now a manager of thought leadership for the Center for Board Governance at PwC (PricewaterhouseCoopers). While I will not be blogging, I will continue to write and “cover” corporate governance. Also, I will still be a part of The Conference Board extended family as PwC is a founding member of the Governance Center.

For all of you who have followed the blog, I thank you and urge you to stay engaged with the blog and The Conference Board Governance Center.

If you need to contact me, feel free to email Brandi Mathis, center manager, at brandi.mathis@conference-board.org.

Posted by Gary Larkin at 3:58 PM | 1 Comment »

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Oct
22
2011

Corporate Political Spending Message: Boards Should Get Handle on Process

Of all the messages coming out of The Conference Board Committee on Corporate Political Spending Symposium Thursday, there was one that resonated the most with public boards.

To put it succinctly, that message is that no matter how politically active a company may be, it is imperative that boards should make sure management has in place a process to track such expenditures, compile them and, when appropriate, disclose them. The new report from the committee, Corporate Political Spending: Policies and Practices, Accountability and Disclosure, [click here for a copy of the report] states: “…disclosure of corporate political spending in the context of the business strategies, principles and policies that guided those decisions may make a company less vulnerable to the risk of unwarranted allegations.” Read the rest of this entry »

Posted by Gary Larkin at 4:56 PM | 1 Comment »

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Oct
20
2011

Governance Watch Webcast on Shareholder Activism in Uncertain Times Slated for Nov. 2

The next episode of Governance Watch, a new webcast produced by The Conference Board Governance Center and sponsored by Cleary Gottlieb Steen & Hamilton, will focus on how boards deal with shareholder activism in uncertain economic times. It will air at 3 p.m. EST Nov. 2 and will be available on demand afterward.

Specifically, the webcast will address how boards are trying to resolve the tension among the competing objectives of: spending cash on capital expenditures and acquisitions to grow, returning cash to shareholders and maintaining a healthy balance sheet and liquidity outlook.

Shareholder activists have grown increasingly frustrated with the focus on balance sheet prudence and are pushing in a number of sectors for boards to accelerate growth through spending, to return greater amounts to shareholders and to fuel these activities through the use of debt.

The panel will examine the economic variables relating to these competing considerations and the appropriate way for directors and officers to approach this conundrum from a fiduciary duty perspective. It will also look at how this approach may be supplemented when activists enter the scene. Those activists usually have a special focus on acceleration of growth and returning cash to shareholders through extraordinary buybacks and dividends.

The moderator of the webcast will be Ethan Klingsberg, a partner with Cleary Gottlieb Steen & Hamilton. The speakers include Kathy Bostjancic, director of macroeconomic analysis for The Conference Board Economics Program; Glenn Eisenberg, CFO for Timken Co. and a director at Alpha Natural Resources and Family Dollar Stores; and Timothy Ingrassia, co-chair of Global Mergers & Acquisitions with Goldman Sachs.

To sign up for the webcast, click here. Members of The Conference Board can just log in. Non-members need to contact Governance Center Manager Brandi Mathis (brandi.mathis@conference-board.org) or Governance Center Business Development Manager Guy Halperin (guy.halperin@conference-board.org).

Posted by Gary Larkin at 10:42 AM | No Comments »

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