Category Archives: Board Communication
Even Lawyers Are Telling Directors, It’s Time to Communicate
During a NACD Webinar, DC in the Boardroom: A Board Level Briefing on Proxy Access, the three attorney panelists—David Caplan a partner at Davis Polk & Wardell, John Gorman, partner at Luse Gorman and former Special Counsel, SEC Division of Corporation Finance and Annette L. Nazareth, also a partner at Davis, Polk & Wardell and [...]
Directors, Do You have a Shareholder Engagement Program?
With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, power has shifted to shareholders. The 2011 proxy season is a game-changer as the rules require boards to seek shareholder support for compensation programs and even directorship candidates.
Directors, do you have a shareholder engagement program? Have you reviewed and assessed the board capacity for [...]
Opportunity for the H-P Board
After ousting HP CEO Mark Hurd for his indiscretion with a marketing contractor, falsifying expenses to conceal his relationship, and thereby failing to live up to the HP code of conduct, the Hewlett-Packard board has a chance to demonstrate to shareholders and the public that they intend to revive and enforce “tone at the top” [...]
Dodd-Frank Reflects ‘New Normal’–”Boards Are the Problem”
“We’re seeing a sea-change in the environment of shareholder empowerment,” said Holly Gregory, Weil Gotshal partner and governance expert. “The Dodd-Frank bill accelerates a fundamental change, a new normal in the balance of governance power. “ She went on to note that the eighth anniversary of Sarbanes Oxley, enacted during the aftermath of WorldCom and [...]
Goldman Decides It’s a Good Idea to Communicate with Shareholders
In advance of its May 7th annual meeting with shareholders, Goldman Sachs used surprising candor in an eight-page letter in its 2009 annual report. Reiterating that it didn’t ‘bet against’ clients using short positions it took on before the residential real-estate market crashed. Rather, it was one of the first Wall Street firms to reduce [...]
Say on Pay Is an Opportunity for Boards to Engage Shareholders
Over 60 boards have proactively adopted “say on pay” in addition to those institutions that are required to offer shareholders an advisory vote on compensation by virtue of the TARP funds they received. Congress has advanced legislation to mandate such advisory votes at all public companies. Clearly, the tide is with granting shareholders the opportunity [...]
A Financial Icon Offers an Agenda for Restoring Faith
John C. Bogle, the founder and former CEO of the Vanguard Group, cites a host of interesting statistics that document the changes in the investing public in his call for the creation of a Federation of Long-Term Investors, in which institutional investors, who alone hold some 15 percent of U.S. stocks would join together to [...]
The Public Has an Opinion about Directors
As directors read the landmark survey of Main Street and C-Suite undertaken by Directorship magazine and Deloitte in conjunction with Korn Ferry International, they will see that the public’s opinion of them and their performance is not high.
Directors need to know what people are thinking and saying and why. The results from the first survey create a [...]
An Opportunity for Directors to Communicate More Effectively
TK Kerstetter’s very interesting program This Week in the Boardroom took an interesting look back on the events of 2009 that will impact boards and directors in the years ahead. Both Kerstetter and his guest, Scott Cutler noted that corporate governance has been politicized and wrongly blamed for the financial crisis but both see opportunity for directors to focus [...]
Directors Can Bypass the Proxy Advisory Firms
In light of the SEC’s ban on broker voting, there is considerable concern about the conflicted business model of proxy advisory firms such as RiskMetrics, which provides proxy voting recommendations to institutional investors along with a proprietary governance rating while an arm of RiskMetrics sells advice on how companies can improve governance scores.
Directors shouldn’t spend [...]
