Category: Corporate Governance
Employees on boards — headed across the Atlantic?
by Cydney Posner As discussed in this PubCo post, in a speech delivered in July, the about-to-be new U.K. Prime Minister and leader of the Conservative Party, Theresa May, advocated strenuously for a number of corporate governance reforms, an approach she herself characterized as “something radical.” Among the reforms that May surprisingly […]
SEC requests comment on non-financial/non-business items in Reg S-K
by Cydney Posner The SEC has posted a request for comment on some of the Reg S-K disclosure requirements that were not specifically covered in the Reg S-K Concept Release, issued earlier this year (see this PubCo post), which assessed the Reg S-K business and financial disclosure requirements. This release […]
Individual shareholder proposals—why do they do it?
by Cydney Posner This recent paper from the Rock Center for Corporate Governance at Stanford University, “Gadflies at the Gate: Why Do Individual Investors Sponsor Shareholder Resolutions?” attempts to answer a question I’ve been wondering about for quite a while: why do individual investors invest their time and energy pursuing […]
Some successful approaches to increasing board gender diversity
by Cydney Posner A lot has been written about the benefits of gender diversity on boards. As discussed in Bloomberg, while “[e]quality is a worthy goal on its own terms, of course….for the corporate world, the better rationale for gender diversity is financial…. Companies with at least one female director had […]
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 […]
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