Category: Corporate Governance

Consultants report on conflict minerals due diligence and disclosure for 2015. But has it made a difference for the DRC?

by Cydney Posner Two consulting firms, Assent Compliance and Source Intelligence, have published their studies on conflict minerals (tin, tantalum, tungsten and gold) reporting for 2015, the third year of required SEC reporting.  For 2015, there were slightly over 1,200 filers, representing a decrease of about 50 filers from the […]

Corp Fin refuses to permit exclusion of proposal to amend proxy access bylaws under Rule 14a-8(i)(10). Who is gaming the system?

by Cydney Posner Just when we thought we had a handle on the new rules of the game for exclusion of proxy access shareholder proposals comes this new letter to H&R Block, issued on July 21. The proposal, from the prolific James McRitchie (one of the group working with John […]

New UK Prime Minister proposes “something radical.” Could it happen here?

by Cydney Posner She may be the new leader of the Conservative Party, but her party affiliation may not be entirely obvious from the speech delivered in July by UK Prime Minister Theresa May, launching her national campaign.  In her vision of creating “an economy that works for everyone,” May […]

New study shows inverse correlation between CEO pay and performance over the long term

by Cydney Posner As reported in the WSJ, a new study from corporate-governance research firm MSCI showed that, over the long term, there was a significant misalignment between CEO pay and stock-price performance. The study looked at CEO pay relative to total shareholder return for around 800 CEOs at more […]

Study shows that investment in material sustainability issues yields higher performance

by Cydney Posner With the SEC asking proactively in its concept release (see this PubCo post) whether to mandate sustainability disclosure, the question of the relevance to investors of sustainability issues has assumed a new prominence.  According to the SEC, some investors have requested more disclosure of a variety of […]

CEO group offers list of commonsense corporate governance principles

by Cydney Posner A group of CEOs of major public companies and institutional investors, including Jamie Dimon, Warren Buffett, Larry Fink, Mary Barra and Jeff Immelt, among others, have developed a list of “commonsense corporate governance principles,” designed to generate a constructive dialogue about corporate governance at public companies. According […]

SEC Chair White discusses potential SEC coming attractions: sustainability reporting

by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of  sustainability reporting.  The bottom line: the “issue has our attention.” 

SEC Chair White discusses SEC coming attraction: board diversity disclosure

by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity disclosure in proxy statements. The goal will be to require “more […]

SEC approves Nasdaq proposal for golden leash disclosure

by Cydney Posner As discussed in this PubCo post and this PubCo post, in March, Nasdaq resubmitted to the SEC a proposal requiring listed companies to disclose third-party compensation of directors in connection with their candidacy for or service on company boards.  These “golden leash” arrangements are most common in connection […]

The impact of Brexit

by Cydney Posner For those interested in the impact of Brexit — and who isn’t these days? — see this excellent post by Chris Finney of Cooley’s London office.  Also see this page on the Cooley website devoted to Cooley Alerts and posts on Brexit and its implications, including in areas such […]