As discussed in a post from February, a California bill, SB 826, addressing the issue of board gender diversity, has been making its way through the California legislature. Today, Governor Jerry Brown signed that bill into...more
The specter of the possible imposition of mandatory universal proxy has long been with us. The SEC apparently considered requiring universal proxies back in 1992 and, in 2014, the Council of Institutional Investors filed a...more
ISS has posted the results of its most recent Governance Principles Survey, which can sometimes guide future ISS policies. The key areas of focus were auditors and audit committees, director accountability and track records,...more
According to consultant Equilar’s Gender Diversity Index, for the second calendar quarter of 2018, the percentage of women on the boards of companies in the Russell 3000 increased from 16.9% to 17.7%, representing the third...more
According to this column in the LA Times, it’s the “single most pernicious idea in modern American finance.” Can you guess? It’s the idea “that the corporation exists to ‘maximize shareholder wealth,’” the columnist...more
As discussed in this article from the WSJ, the UK government is conducting a review of the reasons underlying the low proportion of women in top executive positions at companies in the FTSE 350 index. According to the...more
Having a board evaluation is a regular event for most public companies. But is it a productive practice or just another corporate governance kabuki—a perfunctory, check-the-box exercise with no real impact? “Board...more
According to a new report from the EY Center for Board Matters, 54% of the 2017 class of directors of Fortune 100 companies served in non-CEO roles and 40% were female. More than half of the Fortune 100 added at least one...more
In this article from the Harvard Business Review, “How to Be a Good Board Chair,” the author, an academic and consultant, discusses good practices for the board chair’s role based on a survey of 200 board chairs from 31...more
In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards alleging that the directors engaged in...more
Just in time to get ready for those annual meetings of shareholders, accounting firm BDO’s Center for Corporate Governance and Financial Reporting has developed a list of topics that companies should be prepared to address at...more
Happy International Women’s Day!
According to the latest Equilar Gender Diversity Index (GDI), based on the current rate of growth, board gender parity for companies in the Russell 3000 is now expected to be achieved by...more
As discussed in this PubCo post, BlackRock has recently issued its 2018 Proxy Voting Guidelines for U.S. Securities. Because BlackRock is reportedly the largest asset management firm (with $6.3 trillion under management),...more
The lede from the WSJ is that “for the first time,” BlackRock (reportedly the largest asset management firm with $6.3 trillion under management) is “stating publicly that companies in which it invests should have at least two...more
From here on out, I guess you can count on seeing your directors described as “lap dogs” in some shareholder proposals or, more accurately, nascent or possible lap dogs. (That helps, doesn’t it?) That’s because, in three...more
The National Association of Corporate Directors has released the results of its 2017-2018 Public Company Governance Survey of over a thousand directors and executives. The survey looked at directors’ outlook for 2018 on key...more
Recently, corporate cultures—or, more particularly, serious lapses in same—have emerged as flashpoints at many businesses and even entire industries, often with significant negative press coverage and severe economic...more
In its Annual Corporate Directors Survey for 2017, PwC surveyed 886 directors of public companies and concluded that there is a “real divide” between directors and institutional investors (which own 70% of U.S. public...more
While more and more institutional holders and asset managers are noisily promoting board diversity among their portfolio companies—including, most recently, the NYC Comptroller and the NYC pension funds—hedge fund activists...more
In 2014, NYC Comptroller Scott Stringer, who oversees the NYC pension funds, submitted proxy access proposals to 75 companies—and ignited the push for proxy access at public companies across the U.S. The form of proxy access...more
As proxy access bylaws have continued to proliferate—with 60% of the S&P 500 now having adopted some form of proxy access provisions—the Council of Institutional Investors has decided that the time is right to update its 2015...more
There’s been chatter about board gender diversity for a long time and, while there has been some modest progress, we have yet to see any dramatic breakthroughs. Now some of the largest asset managers are not just talking the...more
The Investor Stewardship Group—a group of the largest, most prominent institutional investors and global asset managers investing, in the aggregate, over $20 trillion in the U.S. equity markets—has developed the Framework for...more
While there has certainly been a lot of debate about the merits and demerits of dual-class stock, one interesting angle was raised by Charles Elson, director of the University of Delaware’s John L. Weinberg Center for...more
In this February 2017 article in the Harvard Business Review, “Finally, Evidence That Managing for the Long Term Pays Off,” a team from McKinsey and associated consultants attempt to prove empirically what has often seemed...more