Governance Center Blog

Mar
18
2011

The Conference Board Issues Poison Pill Recommendations

The recent Delaware Court of Chancery Air Products v. Airgas decision and the spate of poison pill adoptions in recent months lends credence to the theory that the anti-takeover shareholder rights plans are alive and well.DN-V3N5-11 COVER

A Director Notes report entitled Poison Pills in 2011 released by The Conference Board Governance Center yesterday addresses the issue of poison pills and offers some recommendations for corporate boards to avoid becoming a hostile takeover target. The report, co-authored by Andrew L. Bab (a partner) and Sean P. Neenan (an associate) of Debevoise & Plimpton, states that while the shareholder rights agreement is no longer prevalent, recent case law shows that properly structured poison pills can be valuable anti-takeover devices.

Among the four recommendations in the report [Read March 17 press release], Bab and Neenan write that boards should: Read the rest of this entry »

Feb
18
2011

Is CSR Finally Getting its Due in the Boardroom?

There is an acronym that has finally bubbled up to the boardroom: CSR, as in corporate social responsibility. And one of the reasons it is finally being taken seriously, or getting past the lip service phase, is that companies are discovering there is some real value behind CSR activities.

A recent Director Notes report issued by The Conference Board Governance Center (Investing in CSR to Enhance Customer Value, February 2011) determined that CSR activities have the potential to create several distinct forms of value for customers. The report, co-authored by John Peloza, a professor with Simon Fraser University in Vancouver, Canada, and Jingzhi Shang, a Ph.D. candidate at the school, includes a review of 163 articles about the relationship between CSR activities and financial performance. Read the rest of this entry »

Oct
08
2010

Report: Keeping Former CEOs on Board Could Have Repercussions

As many U.S. public companies continue to retain their outgoing CEO for their boards, The Conference Board Governance Center has come out with research that warns such a practice could affect the company’s performance.

In an Oct. 5 Director Notes report, Retaining Former CEOs on the Board, [Download available for member; non-members can obtain copy by contacting me at gary.larkin@tcb.org] author Jason Schloetzer, assistant professor of accounting at Georgetown University wrote “retention [of the CEO] as a board member has important consequences for subsequent board decisions and post-turnover firm financial performance, as there is indication that delayed departures may restrain the maximization of shareholder value.” Read the rest of this entry »

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 »

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 »

Mar
26
2010

Directors May Have to Deal With Reform this Year After All

Now that all the excitement about health care reform in has begun to dissipate in Washington, D.C., the focus is back on financial regulatory reform. Or so it seems.

According to the latest comments [Read The Hill blog’s coverage.] coming out of Senate Banking Committee Republican Ranking Member Richard Shelby’s (R-Alabama) camp on Friday, there’s a chance for a bill to clear the full Senate before Memorial Day. This follows the news that two fellow Republicans on that same committee – Bob Corker of Kentucky and Judd Gregg of New Hampshire – announced Monday that the Democratic bill could receive strong bipartisan support in the Senate.

And then there were Treasury Secretary Timothy Geithner’s comments [Read here.] on Monday to the American Enterprise Institute on Financial Reform. They are as eye-opening and harsh as his predecessor, Henry Paulson, in the fall of 2008 when he revealed just how deep the financial crisis was. Read the rest of this entry »

Mar
03
2010

Worth Reading … Financial Crisis

At this point, a lot has been written about the causes of the financial crisis of 2007-2009. From the toxic mortgage-backed securities market to the lax regulation of derivatives to the creation of financial institutions that were too big to fail, many experts have written about their take on this historic collapse.

But what’s more important now for those boards and companies trying to move forward is real advice about what to do next … as in the next two to five years. Those analyses from such service providers as KPMG’s Audit Committee Institute, Deloitte , PWC and Ernst & Young as well as the Committee for Economic Development and the American Institute of Certified Public Accountants (AICPA) are providing that much needed advice. It is up to the boards and the company counsel to pore over these and integrate any appropriate actions in their strategic plans.

In its Director Notes series on the 2010 Proxy Season, The Conference Board Governance Center has tackled the challenges posed by the financial crisis. The January installment by John Wilcox, chair of Sodali Ltd., titled From Compliance Governance to Strategic Governance, [Membership required] focuses on how corporate boards will come under pressure to explain how they integrate governance with performance and long-term strategic business goals. “In addition to steering their companies through difficult times, business leaders must work to restore public trust in private enterprise…,” Wilcox wrote.

The financial crisis is also addressed in The Conference Board Governance Center’s The Role of the Board in Turbulent Times: Leading the

The Role of the Board in Turbulent Times

The Role of the Board in Turbulent Times

Public Company to Full Recovery [Click on cover image on right.]

Wilcox surmises the 2010 proxy season will focus on the following corporate governance issues:

  • Integration of governance decisions with business strategy and performance goals
  • Board oversight of risk management and internal controls
  • Corporate culture, ethics, internal equity, and leadership style set by the CEO and board
  • The board’s strategic competence in executive pay, CEO succession planning, and board self-assessment
  • Quality of disclosure and communication between the board and shareholders.

The following are recent reports, papers, and articles on the financial crisis that I think are worth reading: Read the rest of this entry »

Feb
18
2010

Investors, SEC Concerned About CEO Succession Planning

As John Thain took over as chair and CEO of the embattled small business lender CIT Group recently after a lengthy vetting process following bankruptcy and a federal bailout, I am reminded of the importance of a good succession plan. And, by the way, so are many investors and the SEC.

While Thain’s resume more than qualifies him to lead this restructured bank out of bankruptcy, it seems that most investors of such public companies would like public companies to have a succession plan in place prior to such disasters. That, among many other things, is what a study done by the independent management advisory firm Integral Advisors LLC and succession planning consultant Board Advisor LLC found recently.

In light of SEC Staff Legal Bulletin No. 14E issued in October regarding Rule 14a-8(i)(7), which relates to companies requests to exclude certain shareholder proposals such as CEO succession plans, the two consultants wanted to gauge investors’ views on this topic. “CEO succession planning has become an increasing concern to investors because of its impact on shareholder value,” said Beverly Behan of Board Advisor. “We wanted to understand what investors viewed the greatest risks in this area.”

As for directors’ concerns, the SEC bulletin heightened the call to action for those public companies with inadequate succession planning programs, according to a soon-to-be published Director Notes report written by Edward Ferris, a partner with Hedge Fund Solutions, and Justus O’Brien, co-head of the North American CEO Succession and Board Services Practices of Egon Zehnder International. And for those companies with robust programs, they are more likely contemplating the best way to respond to the inevitable shareholder proposals on the topic. Read the rest of this entry »

Nov
23
2009

Worth Reading … Risk Management

Companies, big and small, are seeking out risk management guidance in the aftermath of the financial crisis as many worry about how to handle such a problem in the future.

It was in this context that The Conference Board Governance Center last week released the first in a series of online publications on risk management called Director Notes, which is available exclusively to Governance Center members. The first article, The Role of the Board in Risk Oversight: Adapting to Regulatory Developments and Emerging Practices, concludes that directors are generally aware of their fiduciary duties and know that an organization needs a comprehensive and holistic approach to risk, but there is still limited guidance available on the nature and extent of their oversight function. (To download the report directly, click here.)

“Outside of the financial sector, risk management as a coherent enterprise-wide initiative is a relatively recent topic of discussion among business leaders,” says Mark S. Bergman, co-head of the capital markets and securities group at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and author of the report.

Here’s a look at some other recent research on risk management that I have been reading:

  • Effective Enterprise Risk Oversight – The Role of the Board of Directors,  Committee of Sponsoring Organizations of the Treadway Commission (COSO), Aug. 24, 2009. http://www.coso.org/documents/COSOBoardsERM4pager-FINALRELEASEVERSION82409.pdf. Key findings: This publication followed COSO’s Enterprise Risk Management Integrated Framework in 2004. It is a short addendum on the fundamentals of the board role within the framework. It takes into account the how the financial crisis has led to an increased focus on the effectiveness of board risk oversight practices.
  • Is Risk Management Part of Performance Management? Gary Cokins, product marketing manager of SAS, BigFatFinance Blog, Nov. 16, 2009. bigfatfinanceblog.com/2009/11/16/is-risk-management-part-of-performance-management/#more-690. Key findings: Risk management is not about minimizing an organization’s risk exposure. Quite to the contrary, it is all about exploiting risk for maximum competitive advantage.
  • Putting Risk in the Comfort Zone: Nine Principles for Building the Risk Intelligent Enterprise, Deloitte, 2008. www.deloitte.com/assets/Dcom-UnitedStates/Local%20Assets/Documents/us_risk%20consulting_Putting%20risk%20in%20the%20comfort%20zone103108.pdf. Key findings: Part of a series of publications on the fundamental principles of risk intelligence, such as the definition of risk,  a common risk framework, the delegation of key roles and responsibilities and that the board has appropriate visibility into the company’s risk management practices.
  • The Board’s Role In Risk Management – Lessons Learned From The Financial Crisis, Bill Baxley, Anne Cox and Bettina Tobben, King & Spalding LLP, Metropolitan Corporate Counsel, September 2009. community.rims.org/RIMS/RIMS/Community/Resources/ViewDocument/Default.aspx?DocumentKey=558f535e-ee0f-4e90-b122-e5b2f2c19e25. Key findings: This article examines the changing role of the board in light of the recent financial crisis and draws, among other things, upon the insights from the Lead Director Network. It looks at how boards have responded to assist their companies and management and how the financial crisis likely will change the thinking of directors going forward.
  • Risk Management at Crunch Time: Are Chief Risk Officers Compliance Champions or Business Partners? Anette Mikes, Harvard Business School, May 30, 2008. http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1138615. Key findings: Risk management departments in financial institutions have been undergoing major transformations. New regulatory requirements have raised the bar on compliance and expanded the remit of risk management significantly. The compliance imperative requires banks to implement a firm-wide risk management framework complete with analytical models for the measurement and control of quantifiable risks. In addition, recent corporate governance guidelines advocate the ‘business partner’ role of risk management.
  • Reputation Risk: A Corporate Governance Perspective, Matteo Tonello, The Conference Board Governance Center, December 2007. www.conference-board.org/publications/describe.cfm?id=1390. (free for members, fee required for non-members) Key findings: Some key recommendations contained in this report are that boards of directors should: reach a common understanding of the concept of corporate reputation and tie its discussion to a comprehensive analysis of the firm’s stakeholder base,  become familiar with management’s rationale for prioritizing stakeholder relations and be persuaded that the selected relations are instrumental to achieving the firm’s long-term objectives.
  • Emerging Governance Practices in Enterprise Risk Management, Matteo Tonello, The Conference Board Governance Center, February 2007. www.conference-board.org/publications/describe.cfm?id=1271. (free for members, fee required for non-members) Key findings: This study presents the results of inquiries conducted by The Conference Board Research Working Group on Enterprise Risk Management.  It examines how ERM departs from the fragmented and compartmentalized risk management solutions already in place at many organizations.

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