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:
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:
This week, The Conference Board issued its The 2011 U.S. Director Compensation and Board Practices Report. The report is based on a survey of 334 public companies jointly conducted by The Conference Board, NASDAQ OMX, and NYSE Euronext between April and June 2011. The Harvard Law School Forum on Corporate Governance and Financial Regulation, Stanford University’s Rock Center for Corporate Governance, the National Investor Relations Institute (NIRI) and the Shareholder Forum each endorsed the survey by distributing it to their members and readers. Participants in the survey (corporate secretaries, general counsel, and investor relations officers) were asked to provide information on a wide range of corporate practices, including: board composition and leadership, director election practices, anti-takeover practices, compensation practices, risk oversight practices, CEO succession planning practices, board-shareholder engagement practices, and policies on director performance assessment and retirement. Findings constitute the basis for a benchmarking tool with more than 120 data points searchable by company size (measurable by revenue and asset value) and 20 industrial sectors. Read the rest of this entry »
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 »
The resignation of Apple CEO Steve Jobs and his succession to Chair raises a couple of issues for all public companies regarding the creation and implementation of a succession plan. While it was no surprise that Jobs, who has been fighting a long-term illness for years, stepped down when he did, the whole process is one that almost everyone in the corporate governance space has had their collective eye on.
The interest in the situation at Apple isn’t so much centered around the controversy over whether the board should have disclosed the news of Jobs health

Steve Jobs, Chair of Apple
and the company’s succession plan, but how a company with so much success due to one person can remain on top as it gives the reins to a new leader. Read the rest of this entry »
The Conference Board, NASDAQ OMX and NYSE Euronext recently announced a research collaboration to examine the state of corporate governance practices among publicly listed corporations in the United States.
The collaboration focuses on the development and dissemination of information regarding the structure, composition and functions of the board of directors. As part of the collaboration, The Conference Board is conducting an online survey of general counsel members, corporate secretaries and corporate government specialists at publicly listed U.S. companies. If you interested in taking the 2011 Board Practice Survey, please contact Matteo Tonello, research director of corporate leadership at The Conference Board at matteo.tonello@conference-board.org.
Findings will constitute the basis for a benchmarking tool searchable by company size (measured by revenue and asset value) and 22 industry sectors. Data will also be analyzed in the next edition of The Directors’ Compensation and Board Practices Report, which The Conference Board, NASDAQ OMX and NYSE Euronext will release jointly in the fall. The report has been published by The Conference Board since 1939. For more information on the report, click here.
“We are proud to join forces with NASDAQ OMX and NYSE Euronext in consolidating a source of information that we believe our respective members will find of great value when facing decisions regarding their corporate governance structure and fiduciary responsibilities,” Tonello said.
Three years have definitely made a difference in the world of corporate sustainability programs, according to a recent study by KPMG. Combined with some video briefings from PwC, it is easy to see that U.S. companies are getting more acclimated to integrating a sustainability strategy into their overall corporate strategies.
The KPMG Corporate Sustainability: a progress report, which was released in connection with the launch of the accounting and advisory firm’s Global Center of Excellence in Climate Change & Sustainability last month, found that nearly 55 percent of U.S. executives report their organization has a formal sustainability strategy in place. While that is still not as much as their global counterparts [62 percent], U.S. companies have closed the gap. According to the survey, some of the leaders in sustainability strategy and reporting are Procter & Gamble, Anheuser-Busch, InBev and UPS. Read the rest of this entry »
The U.S. manufacturing industry is the leading donor for aid among U.S. listed companies to earthquake-ravaged Japan with an average of $807,555 per company, according to an online survey conducted by The Conference Board.
Nearly two months after the earthquake and tsunamis, almost all of the largest companies surveyed ($20 billion or more in annual revenue) have established some form of relief effort in Japan. Of the smallest companies (less than $5 billion in annual revenue), about 74 percent had set up a program. By industry, about 95 percent of manufacturing companies had set up relief programs compared to about 88 percent in financial services and about 80 percent in other non-financial services. Read the rest of this entry »
Institutional investors came back to the securities markets in droves in 2009 after fleeing during the financial crisis of 2007-2008, according to The 2010 Institutional Investment Report released by The Conference Board earlier this month. A tell-tale sign of the trend was the increased institutional ownership concentration in the 1,000 largest U.S. corporations.
As markets rallied in 2009, ownership concentration by institutional investors continued to expand in all but the 50 largest U.S. corporations, the 64-page report stated. Co-authored by Matteo Tonello, director of corporate governance research for The Conference Board, and Stephan Rabimov, an economist who has co-authored the report since 2004, the report showed that institutional investors owned 73 percent of the top 1,000 companies in 2009 compared to 69 percent in 2008. It is noteworthy that the bracket group consisting of the 50 largest companies in terms of market capitalization is the one for which institutional investors reported the only setback in 2009 (when average ownership concentration was reduced from 64.5 percent to 63.7 percent). Read the rest of this entry »
The Conference Board Governance Center Blog continues to make its mark felt in the corporate governance blogosphere. We have been named to the LexisNexis Top 25 Blogs for 2010 for its Corporate & Securities Law Community and UCC, Commercial Contracts and Business Law Community.
In the first year of the blog, it has been my pleasure to provide analysis of timely board governance issues, commentaries from prestigious guest bloggers, Q&A’s with some of the top experts and a compilation of such resources as white papers, SEC comment letters, legal briefs and client memos and other corporate governance blogs. For our second year, I plan to expand the breadth of the blog as well as the number of subscribers.
As for the LexisNexis honor, we at the Governance Center are quite proud to be among such blog honorees as James McRitchie’s CorpGov.net, The Corporate Library Blog, Francis G. X. Pileggi’s Delaware Corporate and Commercial Litigation Blog, and the Harvard Law School Forum on Corporate Governance.
We plan on continue to make the Governance Center Blog a must read for all directors and those in the corporate governance space. I just want to thank the team at the Governance Center (Matteo Tonello, director of corporate governance research; Paul DeNicola, director of the Governance Center; Brandi Mathis, center manager; Jaclyn Duran, center program administrator) for all their work committed to the blog. I also want to thank the team over at LexisNexis for this honor.
“The honored blogs contain a wealth of information for the business law community, with timely news items, practical information, expert analysis, tips, frequent postings, and helpful links to other sites,” according to a LexisNexis statement.
However, the voting isn’t over, according to the folks over at LexisNexis. They still need to name the top blog for 2010. The polls are open for Top Business Blog of the Year, with a winner being announced on Nov. 3. You will need to be registered in order to vote. If you haven’t previously registered, follow this link. Registration is free and does not result in sales contacts. Once you are logged in, you can then vote by checking the box next to your favorite business law blog then submitting the results.
For a list of all the blog honorees, click here.