Jul
23
2010

Governance Center Meeting Season Starts in October

The fiscal year 2011 corporate governance conference season kicks off this October with our annual meeting in New York City and continues with Roundtable Forums and Crash Courses in several cities. Meanwhile, we will make an appearance at the American Institute of Certified Public Accountants (AICPA) National Audit Committee Forum next week in Washington, D.C.

The Roundtable Forums will focus on such issues as:

  • How to design executive compensation programs that foster sustainable corporate growth while improving accountability and transparency.
  • Best practices for managing institutional investor relationships, including how to communicate corporate policy changes successfully.
  • The latest developments in the board’s oversight role, plus a review of prospective new regulations that will affect how boards and management must operate.
  • Successfully managing major changes in corporate ownership, including private equity, hedge funds, and governmental entities.The dates and locations are:

November 10-11, 2010, New York, NY
February 9-10, 2011, Atlanta, GA
April 7-8, 2011, Chicago, IL
June 16-17, 2011, New York, NY

The Crash Courses will offer a critical self-assessment program for all executives in the governance area working in the offices of general counsel, corporate secretary, investor relations, and internal audit.

The dates and locations are:

January 20-21, 2011, New York, NY
June 8-9, 2011, New York, NY

To register for the events, click here or contact Brandi Mathis, Center manager, brandi.mathis@conference-board.org.

We will announce the exact date and location of our annual meeting for Governance Center members in the next couple of weeks.

As for the AICPA National Audit Committee Forum: Best Practices & Practical Applications, the Governance Center will have an informational booth set up at the July 29-30 event at the Mandarin Oriental hotel in Washington, D.C. There will be information on research and the directors education programs.

The event will feature such speakers as former SEC Commissioner Roel Campos speaking on the monitoring of corporate ethics by audit committees;  Lord Clive Hollick, a non-executive director, and Holly Gregory of Weil Gotshal & Manges speaking on international corporate governance trends; and Carl Berquist, CFO of Marriott Corp. speaking on ERM. It is expected there will be some discussion on financial reform since the legislation will exempt small public companies from Sarbanes-Oxley 404 (b), make auditors of broker-dealers subject to Public Company Accounting Oversight Board regulation and change registration requirements for investment advisers.

Governance Center members and readers of this blog can get a $200 discount for the event by using the coupon code SWF when registering. The registration link is here. For more information about the event, contact Sandra McMahon at the AICPA at 919-402-4861.

- Gary Larkin

Posted by Gary Larkin at 1:21 PM | No Comments »
Permalink: Governance Center Meeting Season Starts in October
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jul
23
2010

Enactment of Dodd-Frank Law Spurs Memo Wave

By now, you’ve probably been deluged with alerts, client memos, invitations to webinars and live conferences in the past week all centered on the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act.

If you are a director, C-level executive, corporate secretary or anyone for that matter involved in the corporate governance area, you are most likely asking the question, “How will this affect my company?” Unfortunately, the answer is not so easy. Based on watching hours of testimony, listening to several conference panels and reading reams of blog posts and articles on the topic, I can tell you the spirit of the law is to make corporate governance more transparent, less complex and include more dialogue with shareholders. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 12:53 PM | No Comments »
Permalink: Enactment of Dodd-Frank Law Spurs Memo Wave
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jul
16
2010

Worth Reading … Financial Reform Thought Leadership

Now that Congress has passed the financial regulatory reform bill with the Senate’s 60-39 vote on Thursday  [See July 15 Reuters article here.], the hard work begins not only for regulators but for public companies who will try to make sense of it all.

Many boards and senior management will be looking to their counsel and outside consultants for advice on how to prepare for these changes, most of which will most likely occur in time for the 2011 proxy season. That is why I have prepared a short version of Worth Reading on some thought leadership on financial reform that doesn’t include the politicians. I found the literature both enlightening and resourceful. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 3:17 PM | No Comments »
Permalink: Worth Reading … Financial Reform Thought Leadership
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jul
10
2010

Schapiro: SEC Ready to Tackle Proxy Voting Structure

If you take anything away from SEC Chair Mary Schapiro’s Friday speech to the Society of Corporate Secretaries and Governance Professionals annual meeting in Chicago, it should be this: the regulator plans to act quickly to institute the regulations behind financial reform.

In the meantime, Schapiro told a packed hotel room the SEC on Wednesday plans to vote on issuing a concept release on shareholder voting infrastructure, known by many as “proxy plumbing.” Additionally, Schapiro and her Deputy Chief of Staff Kayla Gillan explained to the hundreds of conference participants Friday that the SEC is looking to update many of the outdated forms registrants use and take another look at risk disclosure requirements. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 11:45 AM | 1 Comment »
Permalink: Schapiro: SEC Ready to Tackle Proxy Voting Structure
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jun
25
2010

Is There a Crisis Management Plan Crisis?

In light of the fallout from the BP oil spill, I scoured the web sites of some of the Fortune 100 and Googled the words “corporate crisis management plans.” I was unable to find any such plans for those corporations. I believe the reason is either the companies keep such plans private or that many companies just don’t have any.

After watching and reading some of the testimony given by the heads of five of the largest oil companies before U.S. Rep. Edward Markey’s Energy and Environment Subcommittee earlier this month, I am inclined to believe the reason is the latter. If you remember, it was during this hearing that Rep. Markey made the following revelation: [Read Markey’s speech here.] Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 11:03 AM | 3 Comments »
Permalink: Is There a Crisis Management Plan Crisis?
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jun
22
2010

SEC Will Have Hands Full Once Financial Reform Passes

As the House-Senate Conference Committee gets closer to an agreement for financial regulatory reform, directors and chief executives are wondering how the voluminous legislation will affect the governance of their companies.

How the proposed law plays out in boardrooms depends on what the SEC does. According to Commissioner Troy A. Paredes, a guest speaker at an executive compensation roundtable hosted by The Conference Board’s Directors Institute and the Weinberg Center for Corporate Governance at the University of Delaware Monday night, there’s most likely going to be anywhere up to 50 or 60 new rules coming out of the agency over the next six months. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 2:43 PM | No Comments »
Permalink: SEC Will Have Hands Full Once Financial Reform Passes
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jun
16
2010

Reports: Sustainability Reporting Standards Lacking

Boards of directors need to oversee corporate sustainability reporting more effectively as their companies should raise the bar on minimum reporting standards through voluntary disclosure, according to two recent reports.

In its Director Notes series report released last week, Sustainability in the Boardroom, The Conference Board Governance and Corporate Citizenship & Sustainability Centers surmised from the results of a survey of 50 corporate secretaries that there are flaws in how boards oversee their companies’ social and environmental initiatives. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 4:51 PM | 2 Comments »
Permalink: Reports: Sustainability Reporting Standards Lacking
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

Jun
11
2010

Executive Compensation Conference Share: Board Placemats

Another week, another conference as the spring corporate governance season kicks into full gear. This week I attended the 2010 Executive Compensation Conference: Everything Directors and Senior Executives Need to Know About Effective Risk and Reward Sharing, which focused on risk assessments, SEC proxy disclosures, Say on Pay and compensation principles.

While the nearly 100 attendees at the June 9-10 conference at New York City’s Intercontinental Barclay were engaged on all those topics, there was one takeaway I thought many directors should most certainly have. It is a sample “Compensation Placemat” that was shared by Janet M. Clarke, a compensation committee chair with ExpressJet Holdings and Asbury Automotive Group.placemat

What’s a compensation placemat, you may ask? It’s a one-page document that fits into a board book. The placemat (it’s called that because it literally looks like a menu placemat you see in diners) is a quick read of a company’s executive compensation plan complete with the executive pay strategy; a list of peer group revenue, earnings and market value; the company’s officer compensation, a description of the annual incentive and long term incentive plans; the company’s run, or burn, rate (Equilar definition: the sum of options granted and options assumed divided by total shares outstanding.); share ownership guidelines; termination provisions; and director compensation, including retainers, chair premiums and long term incentives.

The particular example that Clarke shared during the panel on how boards can engage management to improve risk management and incentive compensation was put together by Semler Brossy Consulting Group LLC. It is based on an actual compensation placemat for a health care company.

I have included a link to a larger version of the placemat here and in the image above. It’s a shared file using Adobe’s file sharing program.

- Gary Larkin

Posted by Gary Larkin at 11:02 AM | No Comments »
Permalink: Executive Compensation Conference Share: Board Placemats
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

May
27
2010

Q&A With Ken Daly — Risk and Red Flags

Ken Daly

Ken Daly, President and CEO of NACD

Public company boards have taken a bigger interest in risk governance as they try and get their businesses back to somewhat normal levels following the financial crissis. This focus on risk led the National Association of Corporate Directors (NACD) last fall to issue a Report of the NACD Blue Ribbon Commission – Risk Governance: Balancing Risk and Reward.

That October 2009 report lists 10 principles of effective risk oversight, which the risk and business consultant Protiviti recently provided an analysis of in its Board Perspectives: Risk Oversight that was published this spring. The top three principles are:

  • Understand the company’s key drivers of success.
  • Assess the risk in the company’s strategy.
  • Define the role of the full board and its standing committees with regard to risk oversight. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 4:37 PM | 1 Comment »
Permalink: Q&A With Ken Daly — Risk and Red Flags
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

May
26
2010

Financial Regulatory Reform Signaling Move Toward Strategic Governance?

As Congressional leaders prepare to start a three-week process to reconcile the two versions of the financial regulatory reform bills, it dawned on me the gravity of what is about to take place just prior to Independence Day.

The governance of U.S. public companies as we know it will start a drastic transition from compliance governance to strategic governance. What that means is that by this time next year most public companies (there may be some exemptions for small businesses) will have to integrate governance issues into business strategy decisions, putting an end to the ineffective compliance exercise that corporate governance oversight had become. Read the rest of this entry »

- Gary Larkin

Posted by Gary Larkin at 4:52 PM | 1 Comment »
Permalink: Financial Regulatory Reform Signaling Move Toward Strategic Governance?
Share: Digg | Twitter | Stumble | del.icio.us | Facebook | MySpace | Google

« Older Entries