Governance Center Blog

Oct
27
2010

Blog Honored by LexisNexis

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.

LexisNexis Top 25 Blogs 2010

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.

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 »

Aug
27
2010

The Conference Board, Davis Polk Release Proxy Analysis

The enhanced disclosures in the 2010 proxy statements of some of the largest U.S. companies, including some financial institutions, reflect the beginning of a new tighter corporate governance regulatory regime that will only grow as the Dodd-Frank Act is enacted.

That is one of the observations made in a four-part series of Director Notes that are based on an analysis of the 2010 proxy statements of the 30 companies in the Dow Jones Industrial Average by The Conference Board Governance Center and Davis Polk & Wardwell LLP.

The four-part series focuses on disclosures in such corporate governance areas as The Role of the Board in Risk Oversight (DN-010), Board Leadership Structure (DN-011), Board Diversity and Director Qualifications (DN-012) and Compensation-Related Risk and Compensation Consultants (DN-013). [Conference Board members can download the reports for free.]

“Passage of the Dodd-Frank Act will further the transformation of U.S. corporate governance from a board-centered to a shareholder-influenced model,” said Matteo Tonello, director of corporate governance research at The Conference Board. “Since additional disclosure requirements are the centerpiece of this new model, it is critical for corporations to benchmark their practices against those of their peers and adhere to the highest emerging standards of transparency. With this series, The Conference Board continues to fulfill its promise to help member companies meet these challenges.” [Read press release.]

Some of the findings from the research include:
•    Risk oversight models vary, but boards tend to directly review strategic risk issues.
•    Non-financial companies typically report having a dedicated Chief Risk Officer.
•    The CEO/chairman combination remains the prevalent leadership structure in the Dow 30.
•    Specific industry expertise is cited as critical in director selection, and all companies say they consider diversity when identifying director nominees.
•    Companies recognize a correlation between top-executive compensation and risk behavior, using an array of measures to mitigate such risk including clawbacks and stock-holding guidelines.
•    A number of non-financial companies retain compensation consultants through their governance, rather than compensation, committees.
•    Compensation consulting fees can be small relative to other disclosed fees paid to the same consultants for, e.g., actuarial or HR services.

“For financial companies, overseeing risk management has long been understood to be a critical board role,” says Louis L. Goldberg, partner at Davis Polk and co-author of three of the reports. “Not surprisingly, in the wake of recent corporate crises, the business community is recognizing that risk oversight is a quintessential function for boards of non-financial companies as well.”

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 »

Apr
30
2010

Expert Committee: Get Out the Retail Vote, Talk to Shareholders

If the current proxy season continues on the course it has set early on, public company boards and management are facing a contentious shareholder environment that wants to institute corporate governance changes, remove directors, remove anti-takeover mechanisms and wants some say on executive pay.

While the level of shareholder activism has ratcheted up due to the fallout from the financial crisis, a more shareholder-friendly SEC is not making things easier for boards and management. The shift in the investment community has led The Conference Board Governance Center to create an Expert Committee on Shareholder Activism and publish a 400-page Shareholder Activism Report and set up an online portal. Read the rest of this entry »

Apr
08
2010

Busy Proxy Season Spawns Innovative Shareholder Services

In what is starting to shape up as one of the busiest and corporate governance-changing proxy seasons in some time, shareholder proposals picking up the most steam early on have more to do with shareholder rights, such as .advisory vote on compensation, independent board chair, right to call special meeting and review/report on political spending.

It’s no surprise that governance shareholder proposals are getting more attention than hostile takeovers this proxy season, especially given the loss of shareholder value over the last two years.

The historic importance of this year’s proxy season has not been lost on such key shareholder players as RiskMetrics and corporate governance research providers as The Conference Board Governance Center. Both have introduced innovative products timed to launch with the 2010 proxy season. RiskMetrics has replaced its Corporate Governance Quotient rating system with Governance Risk Indicators, a transparent governance rating methodology designed to reflect current best practices. It uses symbols such as up and down color-coordinated arrows instead of numeric ratings. It went into effect March 17. Read the rest of this entry »

Oct
09
2009

Institutional Investment Report Finds Investors Want Better Risk Management

The big news coming out of Tuesday’s release of The Conference Board Governance Center’s 2009 Institutional Investment Report: Trends in Asset Allocation and Portfolio Composition was that all major categories of institutional investors have remained fundamentally committed to the same investment policies they adopted prior to the credit crunch. But a key finding under a section on hedge funds and alternative instruments may be prescient for the coming year: investors demand stronger risk management and transparency.

2009 Institutional Investment Report

2009 Institutional Investment Report

As large asset managers were faced with the prospect of dwindling returns in the mainstream equity and bond markets, many turned to alternative investments like hedge funds, according to the report. Additionally, asset managers cited a need to diversify their portfolio and a growing familiarity with such investments.

In a year that saw the largest 200 defined benefit plans total assets decrease substantially to $4.71 trillion in 2008 from $5.60 trillion in 2007, those same plans increased hedge fund investments to $80.6 billion, or 1.7 percent of total assets, from $76.3 billion, or 1.4 percent of total assets, the report says. That section of the report makes a point to state “industry underperformance, coupled with some highly publicized hedge fund debacles, have prompted many boards of trustees to call for more stringent oversight of allocation decisions as well as rigorous due-diligence standards for the screening and selection of alternative investment vehicles.”

The report, which was co-authored by Matteo Tonello, associate director of corporate governance research at The Conference Board, and Stephan Rabimov, economist at the World Lung Foundation as part of the Bloomberg Global Initiative to Reduce Tobacco Use, goes on to state that boards are also calling for robust risk management programs and adherence to additional voluntary reporting.

That’s not to say hedge funds are the only investments that need better oversight. There’s enough blame to go around throughout the whole investment community. That is why organizations like the Investment Company Institute (ICI) is beating the drum for real risk management now. Case in point was ICI President and CEO Paul Schott Stevens’ Sept. 24 speech at the ICI Capital Markets Conference in New York City.

“Clearly, we need to create structures that look across borders, across business lines, and across jurisdictional fiefdoms to anticipate and address serious threats to the stability of the financial system,” Schott said. “No existing regulator has the breadth of vision or detailed knowledge to cope with these complex and multi-faceted risks.” ICI has lobbied Congress to establish a Systemic Risk Council, which would include the SEC, FDIC, Treasury and the Federal Reserve. That council would be responsible for identifying risks and directing regulatory actions. That idea has the endorsement of SEC Chair Mary Schapiro and FDIC Chair Linda Bair, who is credited with coming up with the idea.

The need for risk management information and analytics as it pertains to the investment process is a top priority for institutional investors, according to a survey completed by Northern Trust in July. Ninety percent of respondents rated risk as an “important” or “primary” consideration in their investment decision making. Additionally, many believe they need more skills and experience to effectively model, interpret and utilize the results of sophisticated risk models.

The Conference Board’s Institutional Investment Report documents the presence of different types of institutional investors in single asset classes, such as equity, debt securities, alternative instruments (including hedge funds) and foreign securities. The 2009 edition includes definitive data for 2008 and discusses trends that have emerged in the most recent months.

Governance Center Blog