All Boards & Shareholders articles – Page 19
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Blog
ISS, Glass Lewis Revamp Proxy Season Policies
Prominent proxy advisers Institutional Shareholder Services and Glass Lewis have updated their voting policies for upcoming shareholder meetings and are looking ahead to 2017 proxies by clarifying their stance on director overboarding, unilateral board actions, problematic pay practices, and the responsibilities of directors for oversight of environmental and social issues ...
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Preparing for a Busy, and Political, Proxy Season
The 2015 annual meeting season was a whirlwind, driven by surprise voting outcomes and regulatory flip-flops on proxy access. The coming year could be even tougher, because presidential politics promises to turbocharge the corporate governance debate. This week, columnists Stephen Davis and Jon Lukomnik examine some of the likely issues ...
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ISS Details Proposed Policy Changes, Seeks Feedback
Institutional Shareholder Services has launched its 2016 benchmark voting policy consultation period. Policy topics for the U.S. market include unilateral amendments made by boards to company charters and bylaws without shareholder approval, director overboarding, and compensation at externally managed issuers. More inside.
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NACD: Boards Need Strategy to Align Short-Term, Long-Term Goals
A growing concern in governance circles is whether the desire to meet or beat quarterly earnings can be aligned with long-term business strategy. The National Association of Corporate Directors addresses that dilemma in a new report that urges boards to steer management to long-range planning efforts through compensation and incentive ...
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Supreme Court Asked to Consider No-Action Letters
As if the process for excluding shareholder proposals wasn’t confusing enough, now the Supreme Court could weigh in. Trinity Wall Street has petitioned it to review a 2014 appellate court ruling, which found that a proposal requiring that Walmart’s board review the retailer’s policy on gun sales encroached upon “ordinary ...
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The Painstaking Challenge of Corporate Governance in China
The world’s second-largest economy threw the rest of the world a huge curveball this summer, with crashing stock markets and unpredictable regulatory reactions. Better corporate governance might help, but the truth about China is this: Its institutions are still weak, efforts to improve them difficult. Inside, columnists Stephen Davis and ...
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ISS Posts Annual Policy Survey
Institutional Shareholder Services, a leading proxy advisory service, kicked off its annual global policy formulation process on Tuesday by releasing its 2016 proxy voting policy survey to institutional investors, corporate issuers, and corporate directors. The survey will be operational from Aug. 4 to 5 p.m. (ET) on Sept. 4.
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What ‘Improving Communication’ to Investors Really Means
The SEC is working now to draw up new rules for audit committee and executive compensation disclosure. Why? To make corporations more transparent with investors about what they already know. The thing is, Compliance Week columnists Stephen Davis and Jon Lukomnik write, companies can start that better communication themselves. This ...
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Director-Investor Communication Is Coming. Here’s How to Do It
One trend to emerge from the 2015 proxy season is a push to bring investor groups and boards of directors into closer contact—perhaps even into direct communication. Yes, columnists Stephen Davis and Jon Lukomnik say, you can make such interactions work, and work effectively. Inside are their thoughts on how ...
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SEC Will Consider Universal Proxy Ballot Rulemaking
Image: SEC Chair Mary Jo White said in a speech Thursday that the agency will, in time, propose rulemaking to allow universal proxy ballots—single proxy cards that list both management’s and opponents’ nominees in contested director elections. White says a date has not yet been set for the proposal. More ...
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The Ever-Growing CD&A Disclosure Battles
Image: Proxy season may be winding down now, but expect a long summer of debate about disclosure of executive pay. This week Compliance Week offers a trio of articles about compensation, starting with all the new pressures on Compensation Discussion & Analysis. “There is still a bit of a push-pull, ...
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Demystifying the Risks of Board-Level Risk Committees
Image: In the wake of the financial crisis, many large financial institutions created new, board-level risk committees to oversee their most critical risk issues. For other industries, the decision to create a risk committee isn’t so simple—and isn’t without some risk-taking itself. “You have to guard against the risk that ...
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Four Lessons, and One Basic Rule, From the DuPont Battle
The high drama of this year’s proxy season happened in May, when DuPont thwarted a boardroom takeover pushed by hedge fund guru Nelson Peltz and his Trian Partners fund. How? This week, columnists Stephen Davis and Jon Lukomnik critique the basic strategy Trian used and the counter-offensive DuPont skillfully employed ...
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Hurry-Up Offense on Employee Surveillance
Image: Surveillance of employee activity is nothing new in the financial services sector, but the financial crisis, the LIBOR scandal, and other misconduct are driving new demands for smarter, better surveillance. Inside, we look at some of the IT challenges to extracting better intelligence from your data. The goal is ...
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What Really Serves Shareholders’ Best Interests
Proxy season is upon us, which means the annual call in many boardrooms to shake up the board of directors. Replacing directors does occasionally make sense, Compliance Week columnist Rick Steinberg says—but that’s not the same as surrendering to every activist’s demand for new people in the boardroom. Inside, Steinberg ...
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Brace Yourselves, Politics Is Coming
The political season is ramping up in both the United Kingdom and the United States, which means one thing: lots of talk about the shortcomings of corporate governance, and how to fix it. This week, columnists Stephen Davis and Jon Lukomnik look at what governance reform might transpire after British ...
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Better Ways for Boards to Care About Reputation Risk
Reputation risk is never far from a board’s mind, and rightly so. That doesn’t necessarily mean boards should make management of reputation risk their first priority—despite many examples of reputation failures leading to catastrophe. Rather, Compliance Week columnist Rick Steinberg writes, boards need to obsess over culture and operational details ...
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Walmart Prevails in Bid to Drop Shareholder Proposal on Gun Sales
Walmart will no longer be required to include a controversial shareholder proposal regarding its sale of firearms in its 2015 proxy statement, now that the U.S. Court of Appeals for the Third Circuit has overturned an earlier opinion on the matter. Trinity Wall Street, associated with New York City’s Trinity ...
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ISS: CEO Pay Jumps 13 Percent Among Early Filers
The average compensation package for CEOs in the United States rose nearly 13 percent in 2014, driven by increasingly valuable pension plans, according to new research from Institutional Shareholder Services that analyzed early filers in the Russell 3000 index. Among firms that use equity compensation, the median grant date value ...
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Pssst: Socially Responsible Investors Are Racking Up Wins This Year
In this proxy season dominated by talk of shareholder proxy access and executives’ accountability, you may not have noticed that socially responsible proposals—particularly around climate change—are achieving one win after another. This week, columnists Stephen Davis and Jon Lukomnik survey the scene of SRI activism and its effect on governance ...