Category: Corporate Governance
BDO analysis of tech industry risk factors shows increased impact of cybersecurity and M&A concerns
by Cydney Posner An analysis by audit firm BDO of the incidence of disclosure of various risk factors among tech companies over five years reflects increased emphasis on security breaches, the impact of M&A (including goodwill impairment) and accounting and internal control compliance as key issues affecting the industry. Regulatory […]
It’s back to square one: pay CEOs with short-term incentives?
by Cydney Posner How to structure executive pay to drive performance over the long term—while avoiding pay levels that would be considered excessive—is a conundrum for compensation committees, consultants, proxy advisory firms and others involved in setting or analyzing executive compensation. And the analysis has only become more complex since […]
SEC proposes to require exhibit index hyperlinks
by Cydney Posner The SEC has just issued a proposal to amend the rules to require that exhibits to registration statements and reports contain hyperlinks to the exhibits in the exhibit index and that these filings all be made in HTML format. The proposal, which was made in “furtherance of […]
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 […]
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