It’s been a year since I wrote about The Board’s Overlooked Role in Compliance. At the time, it seemed that momentum was building for more proactive board engagement in establishing and overseeing compliance programs....more
Board composition is increasingly at the forefront of governance activists’ focus and initiatives. A recent, high-profile example of this comes from New York City Comptroller Scott M. Stringer and the New York City Pension...more
It’s long been axiomatic that an effective compliance program cannot exist without a strong ethics and compliance culture, which in turn requires the proper “tone from the top.” Yet, when most companies think “top,” they...more
As SEC Chair Mary Jo White indicated in a June 2015 speech at the Society of Corporate Secretaries and Governance Professionals National Conference in Chicago, the SEC has now proposed new rules to modify the venerable proxy...more
In late July, executives at thirteen major companies and investor institutions published and widely advertised their “Commonsense Principles of Corporate Governance” for public companies, boards of directors and shareholders....more
Effective August 1, 2016, new Nasdaq Rule 5250(b)(3) requires Nasdaq-listed companies to disclose the material terms of all agreements and arrangements between a director or director nominee and a third party related to...more
As director duties have become increasingly burdensome and complex, companies have responded with variations on, and additions to, the traditional fee arrangements. It is now common to see equity awards of various...more
Not long ago I wrote about a speech by Andrew Ceresney, Director of the SEC’s Division of Enforcement, at the Directors Forum 2016 in San Diego. In his speech, Mr. Ceresney made a point of noting the SEC’s continuing...more
With calendar year companies currently in the midst of drafting their proxy statements, it is time to consider the often overlooked director compensation disclosures.
Changes in director compensation...more
As boards of directors have become more focused on their fiduciary duties to oversee cybersecurity, new governance practices have begun to develop. For example, many companies have shifted cybersecurity oversight from the...more
With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more
The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies.
Boards may delegate stock issuances to non-directors....more
The Delaware Court of Chancery recently held in Calma v. Templeton that the decision by the Citrix Systems, Inc. board of directors to grant equity compensation to its non-employee directors was subject to the entire fairness...more
It’s always refreshing, and a bit entertaining, to read Warren Buffett’s annual letter to Berkshire Hathaway’s shareholders. His willingness to talk candidly about his and the company’s performance over the past year—both...more
Much is being made of the January 16th statement by SEC Chair Mary Jo White regarding a company’s ability to exclude a shareholder proposal from its proxy statement based on Rule 14a-8(i)(9), which allows exclusion when a...more
Boards of directors are now thoroughly immersed in enterprise risk management, so much so that separate risk oversight board committees are fast becoming common practice. (See this Doug’s Note.) Boards and management...more
Much has been written lately about the importance of shareholder engagement. (See this Doug’s Note, for example.) There has even been recent clambering to involve directors directly in shareholder engagement....more
A few weeks ago several large institutional investors identified as the Shareholder-Director Exchange (SDX) Working Group sent a letter to the lead directors and corporate secretaries of Russell 1000 companies asking them to...more
Earlier this year I wrote that directors have become much more educated in recent years about enterprise (not just financial) risk management and about their fiduciary responsibility to oversee ERM effectiveness. (See this...more
Shareholder engagement has become decidedly mainstream in recent years according to a new study by ISS entitled Defining Engagement: An Update on the Evolving Relationship Between Shareholders, Directors and Executives. The...more
The pendulum of board-level risk management has shifted. For many public companies, intentional risk management has evolved in recent years from virtually nonexistent to finance department driven (focusing on internal...more
Just before Thanksgiving, ISS released its U.S. Corporate Governance Policy 2014 Updates. The updates are the result of what ISS describes as a “robust, inclusive, and transparent” process and will apply to shareholder...more