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 […]
Equilar report on trends in director stock ownership guidelines
by Cydney Posner The consulting firm Equilar has recently issued a Report on its study of trends in the design and prevalence of director stock ownership guidelines among Fortune 100 companies. The study looked at the fiscal years 2012, 2013 and 2014. Stock ownership guidelines typically require directors to own […]
With a 341-page concept release, the SEC seeks to simplify and modernize the business and financial disclosure requirements of Reg S-K
by Cydney Posner The SEC has issued a new concept release, as part of its Disclosure Effectiveness Initiative, seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K. The release, which weighs in at a hefty 341 pages, focuses on business and financial disclosures in periodic reports […]
Tweet your 10-K? SEC votes to issue concept release to modernize Reg S-K
by Cydney Posner At an open meeting this morning, the SEC (all three of them) voted to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Reg S-K, part of the SEC’s disclosure effectiveness review project. Reg S-K is 30 years old, and evolving […]
Shareholder proposals to exclude the impact of buybacks from executive comp metrics — will they become a new trend?
A recurring demand by hedge fund activists is that the target company return capital to its shareholders by buying back its own stock. Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks. But, in some cases, conducting a stock buyback can be an ultimatum with which company executives are actually happy to comply. Why? One of the more appealing consequences of the buyback trend for company executives is that, in some cases where compensation performance metrics are stock-price- or EPS-related, buybacks can juice executive compensation, irrespective of the operational success of the company. Now, some governance activists are beginning to challenge whether that favorable consequence should be curtailed.
No petition for cert in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case
by Cydney Posner No reason to keep checking the SCOTUS website for the SEC’s cert petition in Natl Assoc. of Manufacturers v. SEC, the conflict minerals case. According to this letter from Attorney General Loretta Lynch to House Speaker Paul Ryan (courtesy of thecorporatecounsel.net blog), “[a]lthough the Commission defended the constitutionality of […]
Will institutional holders begin to follow the activist playbook on their own initiative?
by Cydney Posner To date, for the most part, when it comes to shareholder activism, the heavy lifting has been done by hedge fund activists. Now, as discussed in this NYT DealBook column, institutional shareholders may be stepping out on their own.
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