Category: Corporate Governance

Rare good news from the DRC?

by Cydney Posner This month, the Enough Project issued a relatively favorable report on progress in the DRC and adjoining countries in curtailing the funding of armed groups through the trade in conflict minerals (tin, tantalum, tungsten and gold –3TG).  Happily, according to the Enough Project — one of the key proponents […]

Informal SEC staff advice excludes chemical compounds manufactured from 3TG from application of conflict minerals rule

by Cydney Posner This recent comment letter sent to the SEC attempts to memorialize informal telephone conversations between the author, acting on behalf of a number of industry associations, and SEC staff members regarding whether chemical compounds manufactured from 3TG are subject to the conflict minerals rules.  The letter also […]

Results of 2014 proxy season

by Cydney Posner This article from Compliance Week concludes that the 2014 proxy season turned out to be a “relatively quiet one, as investor gadflies and proposals on social issues gained little support from fellow shareholders. Companies also generally fared better on ‘say-on-pay’ votes.”

The auditors’ “little speech” about critical audit matters

by Cydney Posner According to former SEC chief accountant Lynn Turner, “the auditor’s report is based on a model that ‘has not changed significantly since the last Ford Model A rolled off the production lines in the early 1930s.’” As discussed in this article, “[j]ust as they did 80 […]

Say-on-pay failures more common at midsize companies

by Cydney Posner According to this article in the WSJ, when it came to say on pay this year, shareholders were toughest on midsize companies.  According to a review of nearly 2,800 annual meetings by Broadridge Financial Solutions Inc. and PwC, 5% of midsize companies (with market values between $2 billion […]

EY analysis of first year of conflict minerals reporting

by Cydney Posner Ernst & Young has prepared an analysis of the first year of conflict minerals reporting, focused on reporting by S&P 500 companies. Even for companies in the S&P 500, the analysis concludes that “tracing the sourcing of conflict minerals was challenging for these large companies.” According to the […]

Is sunlight really the best disinfectant? Does transparency cure conflicts?

by Cydney Posner In this column from Sunday’s NYT, Gretchen Morgenson discusses a recent academic study, “Will Disclosure of Friendship Ties between Directors and C.E.O.s Yield Perverse Effects?,” which “suggests that lax oversight can result when a director of a company is friendly with the chief executive overseeing it.” Standing […]

Are BODs doing appropriate succession planning?

by Cydney Posner Apparently not, according to an article in the Washington Post. A recent study shows that only about half the directors surveyed thought their companies had selected a specific successor to be the next CEO. The survey, by Stanford University’s Rock Center for Corporate Governance and the Institute for […]

Corporate gadflies lead the way on shareholder proposals in 2014

by Cydney Posner According to this article in the WSJ, “corporate gadflies,” defined as individual investors who repeatedly file similar proposals among a number of companies, were responsible for a third of shareholder proposals through May 30.  So concludes a study by Proxy Monitor of 212 of the largest (by revenue) […]

Companies involved in M&A activity more likely targets of cyberattacks

by Cydney Posner According to this article in the WSJ, companies involved in M&A activity had better make special efforts with regard to cybersecurity. In the course of the transaction, thieves may try to gain access to internal systems. extract negotiating positions or other information about the transaction, or make […]