Stephen Davis and Jon Lukomnik
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Behind the call for better corporate governance
A call for smarter, simpler corporate governance is a good thing, except when it’s light on the details, say columnists Stephen Davis and Jon Lukomnik.
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All is not well at Wells
Stephen Davis and Jon Lukomnik examine the fallout from the Wells Fargo scandal, delving into what could have been done better by management and offering some tips for other companies, read: banks, to avoid the same fate.
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Theresa May: unexpected champion of employee board members
British Prime Minister Theresa May surprised everyone when she pledged to push for the installation of workers to company boards. But how will she actually accomplish that goal, ask Stephen Davis and Jon Lukomnik. And will other nations follow the U.K.’s lead?
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The hidden key to a good buyback plan: communication
It’s fashionable to slam stock buyback plans, but does it really have to be that way? Stephen Davis & Jon Lukomnik look into why buybacks are so heavily criticized and what directors need to do to make a better case for them.
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Hostilities resume between the SEC and institutional investors
It was all going so well. Institutional investors had made numerous efforts to comply with new SEC rules monitoring proxy advisers, but fresh legislation—HR 5311—might drive a permanent wedge between corporate boards and proxy advisers. More from columnists Stephen Davis and Jon Lukomnik.
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Mind the Non-GAAP
Why all of the sudden and intense regulatory interest on non-GAAP measures? While the common use of this practice raises concerns of accounting misdeeds, the facts behind non-GAAP paint a different picture that regulators would be wise to notice.
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How the U.K.’s “shareholder spring” has put compliance in the driver’s seat
As the United Kingdom’s “shareholder spring” subjects numerous top-index firms to repudiations of carefully planned executive compensation plans, Stephen Davis and Jon Lukomnik discuss how the trend of compliance as a value creator and as the primary method of enforcing good behavior is becoming too big to ignore.
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Mutual funds call for corporate board accountability
As proxy season begins, holding boards accountable is the new black, and issues such as proxy access and dual-class companies are giving critics and activist shareholders new avenues for holding corporate board members’ feet to the fire. More from Stephen Davis and Jon Lukomnik.
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Under investor scrutiny, corporate governance evolved into a crucial value generator
Title: Recent statements from big, maRecent statements from big, mainstream investment firms underscore just how far corporate governance has evolved from having once been a compliance exercise about proxies to a fundamental contributor to risk management and value creation. And as more funds integrate environmental, social, and governance factors into ...
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The state of “Emperor’s New Clothes” corporate disclosure
Capital markets move on information. And business in general improves in a competitive world when oversight is grounded in meaningful data. That’s why transparency in disclosure is such a good thing. But what we have now is bland compliance, not insightful communication, and it’s pretending that something exists when it’s ...
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For 2016, a Mix of Trends Both Old and New
A look back at 2015 predictions from CW columnists Stephen Davis and Jon Lukomnik—where they went right and where they veered off track. Also, their predictions for the coming year: among other things, a separation of the board chair and chief executive officer roles; more attention paid to environmental issues ...
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Prepping the Audit Committee for 2016 Proxy Season
The 2016 proxy season will bring much scrutiny as usual, but two developments in corporate governance—the new COSO framework, and the Audit Quality Indicator project—might help committees manage the workload better. Inside, columnists Stephen Davis and Jon Lukomnik review how compliance officers can use those tools to help audit committees ...
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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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A Smarter Way to Address Disclosure Overload
That companies are besieged with requests to disclose information is not news; nor is the awkward truth that most disclosures (think MD&A in your annual report) are not, ahem, brimming with specifics. This week, columnists Stephen Davis and Jon Lukomnik consider new ways to make your disclosure more manageable. One ...
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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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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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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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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 ...
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Gasp! An End to Proxy Access Wars?
A funny thing happened on the way to a 2015 annual meeting season expected to be polarized by the return of shareholder access to the proxy: a possible path to consensus emerged, led by General Electric. This week, columnists Stephen Davis and Jon Lukomnik trace how regulators, activists, and companies ...