Category: Corporate Governance
Is a proxy contest preferable to a quick settlement with activists? Some institutional investors think so
by Cydney Posner The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late. Some observers have claimed, as argued in this NYT DealBook column, that the idea behind the financial […]
CPA-Zicklin Index for 2016 shows companies increase disclosure, oversight and restrictions regarding corporate political spending
by Cydney Posner In light of our proximity to election day — finally — it seemed like a good time to take a look at the CPA-Zicklin Index of Political Disclosure and Accountability, just released for 2016, which annually evaluates corporate practices and disclosure regarding political spending. In a record-breaking year […]
PwC survey of directors showed skepticism on the benefits of shareholder engagement, critical views of some board colleagues and gender splits on board diversity
by Cydney Posner In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits of shareholder engagement. Of the directors surveyed, in 2016, 35% thought that at least […]
Establishing disclosure controls for non-GAAP financial measures
by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.
Surprise! Compliance Society survey finds compliance programs effective
by Cydney Posner A 2016 survey conducted by the Society of Corporate Compliance and Ethics and the Health Care Compliance Association of their members found that compliance professionals were well worth the cost. (But really, would you have expected them to publish a survey showing that their members and programs […]
Large companies continue to enhance audit committee disclosures voluntarily, but pass on more delicate disclosures
by Cydney Posner With the PCAOB likely to adopt some form of enhanced disclosure requirement for the auditor’s report (see this PubCo post and this PubCo post regarding the reproposal of disclosure of “critical audit matters”), and the SEC contemplating the addition of a number of disclosure mandates for audit […]
Climate change tops the list of issues in comments on Reg S-K concept release
by Cydney Posner According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportion of comments so far received on the Reg S-K Concept Release related to better environmental and social responsibility disclosure. As SEC Chair Mary Jo White indicated a few months ago: the […]
Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?
by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]
Does a low favorable vote for a say-on-pay proposal affect directors’ reputations outside the company?
by Cydney Posner As discussed in a PubCo post last week, say on pay has had some surprising consequences. While there hasn’t been much impact on the levels of executive pay, according to this paper, one group that have experienced some impact from say on pay are directors. The academic study indicates […]
Are the days of “I’ll-scratch-your-back” cronyism history?
by Cydney Posner As discussed in a PubCo post last week, a theory that is currently gaining purchase is that, whether as a result of say on pay or otherwise, the increased influence of proxy advisory firms has led to a kind of homogenization of executive pay packages based on […]
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