Governance Center Blog

Jul
14
2011

Say on Pay Review: More Shareholder Engagement, but Pay for Performance ‘Disconnect’

The early word on what U.S. public companies should do following the first mandatory year of Say on Pay is to review the level of engagement with shareholders vs. the level of support the company received on the advisory vote.

Depending on what you read or who you talk to, the word is that companies and their boards should ascertain the power of proxy advisory firms recommendations and whether or not there is a “disconnect” on pay for performance. Those are two issues that have come up in at least two post-proxy season reports and a Webcast. Read the rest of this entry »

Mar
31
2011

Do New Proposed SEC Compensation Committee/Consultant Rules Go Far Enough?

After listening to SEC Commissioner Luis A. Aguilar speak during Wednesday’s open meeting where the commission in a 5-0 vote approved proposed rules for exchange listing standards related to compensation committees and compensation consultants as well as new disclosures, I was left wondering whether or not such rules will be effective.

I’m not saying the issue of independence and conflicts of interest regarding compensation committees and consultants should not be addressed by various exchanges (i.e. NYSE EuroNext, Nasdaq OMX). In fact, I’m wondering why the SEC didn’t follow the audit committee model in the Sarbanes-Oxley Act. Title III of SOX (Corporate Responsibility) made it mandatory for public companies to have audit committees while the SEC’s proposed Rule 10C-1 under the Dodd-Frank Act doesn’t go that far with compensation committees. Read the rest of this entry »

Oct
05
2010

Looks Like 2012 for Proxy Access …Maybe

Looks like the implementation of shareholder proxy access rules will have to wait until the 2012 proxy season, but that isn’t stopping some law firms and shareholder groups from preparing for the inevitable transition to a new way of electing directors.

Monday’s decision by the SEC to grant a stay on the new proxy access rules and related amendments as requested by the U.S. Chamber of Commerce and the Business Roundtable in their lawsuit, wasn’t seen as a defeat for proxy access proponents. It did add to the confusion surrounding the effective date, which was originally set as Nov. 15, 2010. Read the rest of this entry »

Aug
18
2010

Governance Ratings Firm Mergers Put New Light on ISS

If you were on vacation late last month, you may have missed one of the biggest corporate governance news stories of the summer, if not the year. No, it had nothing to do with financial regulatory reform, the BP mess or another fraud unearthed by the SEC. It was the announcement of a merger between The Corporate Library and GovernanceMetrics International.

One can argue that a merger of the leading corporate governance research firm (The Corporate Library) with an international corporate ratings firm (GMI) is good for the marketplace. For one thing, ISS will get some much-needed competition as it goes through some of its own changes after its parent company, RiskMetrics, was purchased earlier this year by MSCI. Read the rest of this entry »

May
06
2010

Climate Change Disclosure Start of Long Standard-Setting Process

When SEC Chair Mary Schapiro and the rest of the commission issued interpretative guidance on climate change disclosure back in February, they said they were merely just “providing clarity and enhancing consistency” for rules that have existed for decades. Intended or not, the consequence of the guidance has put public companies one step closer to mandatory sustainability reporting.

If you are a director on a public company and have been skeptical about the need for sustainability reporting, specifically climate change disclosure, you may want to take a look at the latest data on who is voluntarily reporting.disclosure Read the rest of this entry »

Apr
22
2010

Political Spending Accountability Index Planned for Fall

With the corporate governance community still trying to ascertain the fallout from the Citizens United v. Federal Elections Commission Supreme Court decision and the revelation [See Reuters blog here.] this week that the embattled Goldman Sachs doubled what it spent on Washington lobbyists this year, corporate political spending continues to be a worry for boards.
It is the concern over risks involved in corporate political spending that has the Center for Political Accountability becoming more aggressive in its disclosure marketing campaign.

Using the best practices on political spending policies and procedures in an upcoming handbook it is collaborating on with The Conference Board Governance Center, the Center for Political Accountability is teaming up with Baruch College’s Robert Zicklin Center for Corporate Integrity to launch an accountability index in October. Read the rest of this entry »

Apr
16
2010

Handbook, Roundtable, Webcasts Focus on Political Spending

The campaigns leading up to the federal midterm and state general elections may have a big impact on public companies as they try to make heads or tails over the Citizens United v. Federal Elections Commission [See my Feb. 24 post.] Supreme Court decision and how it affects their corporate political contributions policies.

The 5-4 decision in January gives companies more latitude in the amount of money their political action committees can donate to candidates and referenda as it treats corporations as individuals. Meanwhile, some senators are trying to undo the decision by limiting the amount companies can contribute and making companies disclose more about those contributions.

The focus on corporate political spending has many organizations holding Webcasts and roundtables on the subject. In fact, The Conference Board in collaboration with the Center for Political Accountability is writing a handbook. 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 »

Mar
12
2010

Say on Pay Takes Early Lead in Proxy Season Shareholder Proposal Race

Executive compensation continues to be a hot topic in the board room and among shareholders. In the beginning of the 2010 proxy season RiskMetrics reports that four of the Top 10 governance shareholder proposals are compensation-related with advisory vote on compensation, or Say on Pay, ranked first with 46 proposals on the ballot.

The other three compensation proposals include having a retention period for stock awards (13 proposals), establishing anti-gross-ups policy (six proposals) and limiting the number of CEOs on compensation committees (three proposals). [By the way No. 2 on RiskMetrics list is shareholders’ right to call special meetings with 42 proposals.]

While Say on Pay has been considered by the SEC and included in several financial regulatory reform bills on Capitol Hill, momentum for advisory votes on compensation has picked up steam in the past year following the requirement for TARP (Troubled Asset Relief Program) recipients to hold such a vote. As of March 2, a coalition of investors reports that more than 70 Say on Pay shareholder proposals have been filed for this proxy season. And more than 50 public companies have voluntarily adopted advisory votes for compensation. Read the rest of this entry »

Mar
03
2010

Life with Director Education Sans Accreditation

As I write this, we are in now officially in a post-accreditation era for director education. While it may not feel that much different than the past nine years, it means that organizations like The Conference Board Governance Center, The Director Network and the National Association of Corporate Directors are suddenly more accountable for the programs they provide.

Of course, this is all the result of RiskMetrics Group discontinuing its director education accreditation program as of March 1. In the end, it was a business decision for the financial research, risk management and governance service provider as it replaced its longtime Corporate Governance Quotient (CGQ) with Governance Risk Indicators (GRId).  The accreditation program had been in place since the days of Institutional Shareholder Services, which eventually merged with RiskMetrics.

While I was not able to speak with someone on the record in my initial post, I did listen to a detailed Feb. 25 Webcast interview by Corporate Board Member’s TK Kerstetter with Pat McGurn, special counsel to RiskMetrics. He explained the reasoning behind leaving director education out of GRId.

“GRId is closely tied to the [RiskMetrics] voting policy of a company,” McGurn said. “Director education is not part of that when we look at the reelection of a director of a board.” However, he did hold out hope that in the future it could become a component in the GRId, if it reenters the realm of RiskMetrics’ voting policy.

McGurn reiterated what RiskMetrics said in a statement earlier this year about the decision to drop the accreditation program, although he did admit it wasn’t an easy one.

“The accreditation issue was a tougher one for us [than dropping director education from GRId],” he said. “Back in 2002, people laughed at us when we said we were going to include in the [CGQ] rating that directors were going to get continuing education. Fast forward to today, and these programs are ubiquitous. They are everywhere.”

When the director education accreditation program started, RiskMetrics looked at the length of time of a program (preferably eight hours), the quality of the faculty (they should be board members), and course material. “We wanted academic institutions and not-for-profits to get into the business,” McGurn said. “And then we wanted market forces to take over. Now we have determined it has been ‘mission accomplished’ [when it comes to director education programs].”

Kerstetter promises a second part to the interview with McGurn later this week. And it appears the fate of RiskMetrics itself should be on the table. That’s because RiskMetrics announced it has been sold to MSCI Inc., a global provider of investment decision support tools. Under the terms of the merger, MSCI will purchase RiskMetrics for $1.55 billion in a cash and stock transaction.  [See story here.]

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