Category: Corporate Governance
NACD suggests questions for boards to ask cybersecurity officers
by Cydney Posner As reported in the WSJ, the National Association of Corporate Directors advises that boards ask their companies’ chief information security officers some pointed questions about cybersecurity risks. Often, boards just ask whether the company is vulnerable to cyberattacks like those recently experienced at the U.S. Office of […]
Does auditor rotation impair professional skepticism?
by Cydney Posner CFO.com is reporting on a study published in a leading accounting journal The Accounting Review (payment required) that reaches the counter-intuitive conclusion that auditor rotation actually impairs professional skepticism. Skepticism is “a perspective universally viewed as essential to effective auditing. The primary reason traditionally advanced to require […]
Some notes from the SEC’s Investor Advisory Committee meeting
by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever. Why strange? Because of the impact […]
Third Circuit renders opinion in Trinity Wall Street v. Wal-Mart (and admonishes SEC to issue new guidance)
by Cydney Posner Yesterday, the Third Circuit finally rendered its opinion in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a policy regarding the sale of high-capacity firearms and other dangerous products. Wal-Mart sought to […]
SEC issues concept release regarding potential additional audit committee disclosures
by Cydney Posner The SEC hasn’t issued a concept release since 2011, but that’s changed now with the posting of this concept release regarding possible revisions to audit committee disclosures (foreshadowed in this post). The concept release seeks public comment on possible new reporting requirements focused on the audit committee’s responsibilities […]
SEC proposes clawback rules
by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]
Delaware Governor signs into law prohibition on fee-shifting bylaws and authorization of exclusive forum bylaws
by Cydney Posner On June 24, 2015, the Governor of Delaware signed into law amendments to the Delaware General Corporation Law proposed by the Delaware Bar’s Corporation Law Council and overwhelmingly passed by the Legislature regarding fee-shifting and forum selection provisions in Delaware governing documents. (See this post and this post […]
SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters
by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed four proxy-related issues that have recently created tension between companies and their shareholders: the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]
Delaware Chancery Court applies entire fairness standard of review to director compensation
by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]
Tools for Audit Committee Members
by Cydney Posner The Audit Committee Collaboration (ACC) has announced the release of new tools, the External Auditor Assessment Tool: A Reference for Audit Committees Worldwide and an updated U.S. version of the External Auditor Assessment Tool, both designed to assist audit committees in evaluating the external auditor, to assess the quality […]
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