Governance Center Blog

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).

Oct
18
2011

Reports: Say on Pay Votes Bridging Shareholder-Director Communication Gap

Even though shareholders approved most of the executive compensation plans put up for vote in the 2011 proxy season, the tiny minority of failed say on pay votes are getting an inordinate amount of attention for a myriad of reasons.

Those reasons, which reflect an overarching problem between shareholders and companies, range from a pay-for-performance disconnect to poor pay practices to poor disclosure and pay reasonableness, according to a new study by the Council of Institutional Investors (Say on Pay: Identifying Investor Concerns). Based on its interviews with institutional shareholders who voted against say on pay proposals, Farient Advisors LLC, which was commissioned by CII to write the report, found that 92 percent gave pay-for-performance disconnect as the biggest reason for their vote. The other top reasons were poor pay practices (57 percent) and poor disclosure (35 percent). Read the rest of this entry »

Oct
14
2011

Sustainability Matters: For Directors, it’s all in the Framework

If there is one message that comes across loud and clear from the newly released Sustainability Matters: Why and How Corporate Boards Should Become Involved from The Conference Board, it is that U.S. corporate directors still lack a framework for overseeing sustainability programs.

But that’s not due to the lack of recognized frameworks. Rather, it’s more about a general misunderstanding of sustainability and how it needs to be integrated into companies’ strategic plans in order to glean the long-term shareholder value it can produce. That is evidenced by the current myth that sustainability is closely associated with climate change and that any work in that area is a complete waste of time. Read the rest of this entry »

Oct
12
2011

LexisNexis Nominates Governance Center Blog Again

For the second year in a row, the Governance Center Blog has been nominated by LexisNexis to its Top 25 Business Law Blogs of 2011, which are featured on its Corporate & Securities Community. Last year the blog, now in its second year, was actually named a winner in the competition.ln-2011 badge

In order to garner a second straight honor, the blog needs some help from you, the reader. If you have the time, we would appreciate it if you would visit the LexisNexis Corporate & Securities Community and explain why you read the Governance Center blog. (In order to comment on the blog, you need to register, which is free. You can do so by clicking here. Once you register, scroll down to the bottom of the page and leave your comments.)

As the blog continues to evolve and become more relevant in the corporate governance space, we at The Conference Board Governance Center continue to utilize more social media channels to get our message out to the community. This year we have started using Twitter to converse on a myriad of corporate governance topics as well as offer another way to deliver our blog posts, research and market our directors’ education programs. By the way, for those of you who don’t know our Twitter handle is @tcbcorpgov.

If you are not an ardent user of Twitter, you can follow our tweets on the blog through a widget that lists the most recent ones.

The Governance Center is honored to once again be nominated by LexisNexis, which already includes our posts in their Corporate & Securities Community.

As part of the vetting process the Top Blogs campaign on the LexisNexis Corporate & Securities Community will move ahead in several phases. They start by taking nominations during a comment period that started Oct. 9 and ends on Oct. 25.  The group of initial nominees based on the 2010 Top Blogs campaign is listed here.

LexisNexis will select the top 25 based on its review of the sites and comments from community members. After it announces the Top 25 Corporate and Securities Law Blog honorees, LexisNexis will ask its community to vote for the Top Corporate and Securities Law Blog of the Year.

Oct
06
2011

Worth Reading: Conflict Minerals Disclosure

By now you’ve most likely heard of the conflict minerals disclosure section in the voluminous Dodd-Frank Wall Street Reform and Consumer Protection Act. For those companies who might be affected by the new proposed SEC regulations, it’s officially time to start planning for implementation.

I issue this warning based on the fact the SEC is now six months behind schedule on issuing a final rule and the fact the agency has scheduled a roundtable on the topic Oct. 18 from 12:30 p.m.-5:15 p.m. at its Washington, D.C. headquarters. According to an SEC statement issued last week, the roundtable is designed to be a forum for various stakeholders to discuss appropriate reporting approaches for the final rule, challenges in tracking conflict minerals through the supply chain, and workable due diligence.

“We are committed to writing an effective rule as soon as possible, and the roundtable will help us do that,” said Meredith Cross, director of the SEC’s Division of Corporation Finance. Read the rest of this entry »

Oct
04
2011

NACD Conference: Directors All a Twitter Over Lead Director Role

Among U.S. public companies, the role of lead director is being taken seriously enough that is the subject of a blue ribbon commission report by the National Association of Corporate Directors (NACD) that was unveiled at that organization’s annual Board Leadership Conference. But U.S. companies have a long way to go to catch up to their brethren in the UK, where a senior independent director role has been in place at companies there for the past decade.

At this week’s NACD Board Leadership Conference in Washington, D.C., the Blue Ribbon Commission Report on the Effective Lead Director was the focus of a panel moderated by NACD COO Peter Gleason. That panel, which also included BRC members Barbara Hackman Franklin, Irv Hockaday, Karen Horn and Ted Dysart, discussed the major points of the report on Monday.

Although I did not attend the conference, I have captured some of that particular panel discussion in the following Twitter discussions under the hashtag #nacdblc11 (Editor’s note: I couldn’t help but clean up some of the tweets which used uncommon abbreviations due to the 140-character limit.): Read the rest of this entry »

Sep
30
2011

#Commitforum: Sustainability Reporting Now ‘Businessified’

Consider the following when your board next discusses sustainability: “More votes cast in @PepsiCo Performance with Purpose campaign than in the last US presidential election.”

That nugget came out of the Sept. 26 panel on “How the Global Reporting Initiative (GRI) Creates Transparency & Shareholder Value” at the Commit!Forum at the Javits Center in New York City hosted by David Vidal, director of The Conference Board Sustainability Center. Those words actually came from a live Tweet from Entrepreneurs Foundation (@EFConnections) citing Michelle Greene, vice president and head of corporate responsibility at NYSEEuronext, who was on that panel, who declared that “sustainability is at the core of business strategy.” Read the rest of this entry »

Sep
28
2011

Q&A With Donald Schepers and Naomi Gardberg of Baruch College Corporate Political Disclosure Index

After I blogged two weeks ago about the importance of trade association corporate political spending disclosure, I thought it would be a good idea to track down the braintrust of the new Baruch Index of Corporate Political Disclosure unveiled earlier this month by Baruch College Zicklin School of Business.

Naomi Gardberg, Ph.D., Baruch

Naomi Gardberg, Ph.D., Baruch

Donald Schepers, Ph.D., Baruch

Donald Schepers, Ph.D., Baruch

The index, which was put together by Donald H. Schepers, Ph.D., director of the center, and Naomi A. Gardberg, Ph.D., Baruch College professor, measures a company’s corporate political activity at all levels and branches of government. The 2011 version rates the S&P 100 with plans to expand to the S&P 500 next year.

Read the rest of this entry »

Sep
23
2011

From UK to the U.S., Talent in Pipeline Keeping Women in Boardroom Numbers Down

Whether it’s at conferences, in new studies or on the blogosphere, the issue of whether or not there are enough women in the boardroom has begun to pick up steam globally.  The issue has been the topic of a recent forum in New York City, a recent global study on differences between male and female directors and the focus of a task force and report headed up by the former United Kingdom trade minister.

In an interview with former UK minister of trade, investment and small business Lord Mervyn Davies of Abersoch, CBE, The Conference Board President and CEO Jonathan Spector got to the bottom of an independent review of women on boards completed by Lord Davies and a steering board in February. The interview, which you can see in its entirety here, took place during the Second Annual Paul H. Nitze School of Advanced International Studies (SAIS) at Johns Hopkins University on Sept. 9. During the interview Lord Davies mentioned that his committee would meet again in October and report on what is being done in the UK. Read the rest of this entry »

Sep
16
2011

Trade Association Disclosure Key to Corporate Political Spending Quandary

The issue of corporate political spending has gotten a lot of attention as American companies have become concerned about the direction of the country as another presidential political cycle is about to start.

By now, nearly everyone has heard about Starbucks CEO Howard Schultz campaign (complete with full page ads in the New York Times and USA Today) to withhold campaign contributions to candidates until the President and Congress figure out a way to put people back to work and come up with a fair plan to reduce the national deficit.

Schultz’ campaign, which is part of  a couple of social media-based efforts aimed at recruiting businesses to break through Washington, D.C., logjam, came at a time when his company has been bullish on the economy. But it also came a time when Congress and the President were at loggerheads about raising the federal debt ceiling and the country faced the prospect of not being to pay some of its basic bills. Read the rest of this entry »

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