Corporate Governance

News & Analysis as of

Corporate Social Responsibility and Compliance: Adopting a Principles-Based Approach to Performance

This is the seventh in a series of posts reflecting excerpts from a chapter that I authored on corporate social responsibility (“CSR”) for the Corporate Legal Compliance Handbook. Originally published in “Corporate...more

Corporate directors: no ban yet

There has been a further delay to the ban on UK companies appointing corporate directors. There is, as yet, no new firm implementation date....more

Blog: Is A Proxy Contest Preferable To A Quick Settlement With Activists? Some Institutional Investors Think So

The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more

Governance & Securities Law Focus: Europe Edition, October 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Duties and responsibilities of independent directors - An overview

This article seeks to provide a general overview of the role of independent directors in a company listed on the Singapore Exchange Limited (SGX), with a focus on the duties and responsibilities of such independent directors....more

Proposed amendments to the Canada Business Corporations Act

On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, which includes proposed amendments (the Proposed Amendments) to the Canada Business Corporations Act (the...more

Blog: PwC Survey Of Directors Showed Skepticism On The Benefits Of Shareholder Engagement, Critical Views Of Some Board Colleagues...

In its annual survey released Tuesday of more than 800 corporate directors, PwC identified ten key findings, including critical views on other board members, split views on board diversity and skeptical views on the benefits...more

Bank of England Proposes Code of Practice for Recognized Payment System Operators

The Bank of England published a consultation paper proposing the introduction of a draft Code of Practice and Supervisory Statement on governance in recognized payment system operators. The final Code and the Supervisory...more

Latest FCA consultations on the UK implementation of MiFID II

On 15 May 2014, the European Parliament adopted the legislative proposal on the second Directive on Markets in Financial Instruments (MiFID II) and the Regulation on Markets in Financial Instruments (MiFIR). Together, MiFID...more

SEC Seeks Public Input on Subpart 400 of Regulation S-K in Connection with its Disclosure Effectiveness Initiative

At the end of August, the U.S. Securities and Exchange Commission (SEC) issued a release seeking public input on the disclosure requirements found in Subpart 400 of Regulation S-K (Comments Request). Subpart 400 requires...more

Blog: Surprise! Compliance Society Survey Finds Compliance Programs Effective

A 2016 survey conducted by the Society of Corporate Compliance and Ethics and the Health Care Compliance Association of their members found that compliance professionals were well worth the cost. (But really, would you have...more

Monster Movie Month: Episode I – Leadership Lessons from Frankenstein

Yes October is here in full swing and for me that means I get to pull out all the old classic Universal Studio monster movies from the 1930’s and 1940’s. This year I decided to revisit the most classic of them all,...more

BC's new Societies Act: What you need to know

On November 28, 2016, the new Societies Act (which will replace the old Society Act) will come into force. It will modernize and clarify society governance, procedures and accountability, and will also better align BC society...more

Amendments to the Canada Business Corporations Act

On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit...more

CSA Identifies Only a Small Step for Women; No Giant Leap for Humankind

On September 28, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-308 – Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of...more

The Recalibration of Compliance: What is the Definition of Success?

We often hear a chorus of criticism relating to the compliance function. How do you define success? Some of this is the result of a political backlash. Chief compliance officers are the darlings in the corporate...more

SFC Circular to Managers of SFC Authorised Funds Addressing Liquidity Risk Management

Key Points - - All managers of SFC authorised funds (including overseas managers of SFC authorised funds) are required to enhance internal liquidity risk management processes and procedures in order to implement...more

Update on HM Treasury’s "Women in Finance Charter"

HM Treasury launched its Women in Finance Charter (Charter) in February 2016 following the publication of Jayne-Anne Gadhia’s review into the representation of women in senior managerial roles in the financial services sector...more

New York's DFS Proposed Cybersecurity Regulations for Financial Institutions

New York's Department of Financial Services (DFS) has a proposed broad-reaching cybersecurity regulation that would impose new corporate governance, risk management and vendor management requirements on banks and other...more

The Big Picture: EU's Financial Regulation Offensive

In the aftermath of the financial crisis, the national and international response by legislators and regulators has been to substantially overhaul and increase financial regulation applicable to banks and other financial...more

The Oman Update - 1161

Amending certain provisions of the rules and conditions for the election of members of boards of directors of public joint stock companies, and the provisions relating to their responsibilities (issued by MD 137/2002)....more

Match Made in Heaven: Compliance and Human Resources

The corporate compliance function is only as successful as its partnerships with key internal constituencies. Depending on the company and the personnel involved, compliance has to establish and maintain effective working...more

California’s D&O Loan Ban And Advancement Of Expenses

Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code. Because Section 315 doesn’t define “loan”, it may not always be clear...more

The Nitty-Gritty of How Automation Makes Compliance More Effective; Rob Warmack Explains

In a fun interview about a dry topic, I talk with Rob Warmack, CEO of Compli, on all the ways that automation helps companies and compliance programs. We even discuss how automation can make your General Counsel like you...more

Disclosure of Women on Boards and in Executive Officer Positions in Alberta

On September 14, 2016, the Alberta Securities Commission (ASC) released for comment its proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (PDF). The proposed amendments put forward...more

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