Category: Corporate Governance
Board gender diversity? Hedge fund activists fail miserably but women-led businesses fare better
by Cydney Posner As reported earlier this year on Bloomberg, when activists seek to replace directors at target companies, they rarely look to women. Bloomberg analyzed data regarding five of the biggest U.S. activist hedge funds, each managing at least $18 billion in assets. The data showed that, since the […]
Will the virtual-only shareholders’ annual meeting, once disparaged, be rejuvenated?
by Cydney Posner For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens of attendance in person. As a result, in many cases, meetings have evolved into […]
Investors challenge fund managers on say-on-pay vote practices
by Cydney Posner Support for management on say-on-pay votes for the 2016 season so far (data as of May 18) continues at about the same level as in prior years – a median approval rate of 95% among the S&P 500, according to Compensation Advisory Partners, with only three companies […]
Do women directors promote higher CEO pay?
by Cydney Posner As reported on Sunday in this NYT column by Gretchen Morgenson, recent data shows that boards with more gender diversity pay higher compensation to their CEOs. An Equilar analysis of CEO pay at 100 large companies “found that companies with greater gender diversity on their boards paid their chief executives […]
SEC posts Regulatory Flexibility Agenda for 2017
by Cydney Posner As noted in Broc’s blog on thecorporatecounsel.net, the SEC has posted its Regulatory Flexibility Agenda for 2017. And, as Broc observes, these agendas are, to borrow his characterization, purely “aspirational,” and do not commit the SEC to take any of the actions identified or preclude its taking […]
CEOs behaving badly? What do companies do?
by Cydney Posner CEOs ain’t misbehavin’? A new study from the Stanford Graduate School of Business, “Scoundrels in the C-Suite,” discusses the fallout from and responses to “bad behavior” by CEOs. While “bad behavior” clearly includes illegal conduct, it may also include other types of questionable but not illegal behavior. […]
2016 Global Board of Directors Survey highlights differences in viewpoints between male and female directors, particularly regarding diversity
by Cydney Posner The inaugural 2016 Global Board of Directors Survey of more than 4,000 directors of both public and large, privately held companies from 60 countries conducted by Spencer Stuart, the WomenCorporateDirectors (WCD) Foundation and several academics explored “in depth how boards think and operate,” comparing the views of […]
Ethics and Compliance Initiative provides guidance on establishing high quality E&C programs
by Cydney Posner The Ethics and Compliance Initiative has released a report of its blue ribbon panel on the Principles and Practices of High-Quality Ethics & Compliance Programs, designed to provide practical guidance for companies that want to establish high-quality programs – effective programs that involve more than just “check-the-box” […]
Taking on “management review controls”
by Cydney Posner In a speech at the end of 2015 to the AICPA National Conference on Current SEC and PCAOB Developments, SEC Chair Mary Jo White emphasized that “it is hard to think of an area more important than ICFR [internal control over financial reporting] to our shared mission of providing […]
How do activists get corporate boards to focus on climate change issues? Talk softly and carry a big stick
by Cydney Posner With today’s signing of the Paris climate change accord, one question that now arises is how do activists get corporate boards to focus on climate change issues? They talk softly and carry a big stick. And, according to this article in BNA Accounting Policy and Practice, that […]
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