Governance/Nominating Committee

Central to every board’s duties is having a prudent management succession plan in place and providing appropriate and timely information to investors about that plan. Our Dec. 14 webinar featuring Cathy Anterasian, practice leader for Spencer Stuart’s Executive Assessment Services, Americas,will offer best practices for boards grappling with their process and investor disclosures surrounding executive succession.

Peter C. Browning, managing director of the eponymous firm, serves on four boards and chairs three committees. He’s given a lot of thought on the topic of good corporate leadership and shares his ideas in this interview.

A look at the history of outside director compensation, and a case for why outside director compensation may be on the rise.

A look at the 2011 proxy season scorecard reveals the hot shareholder issues and outcomes so far, and forecasts what issues will continue to garner a lot of shareholder attention during next year’s proxy season.

Key issues that have emerged thus far and deserve our attention as the proxy season unfolds include votes on executive compensation, proposals designed to enhance shareholder power outside the annual meeting process, and increasing scrutiny being applied to corporations’ political spending.

Some of these are traditional responsibilities where boards should always be striving to improve their performance; others are emerging as more important concerns than they have been in the past.

These ten companies have impressed investors over five years with their total shareholder returns, but when it comes to a good governance infrastructure, the companies display mixed results.

Knowing the business is vital but one of the most important qualities for board members is an analytical and independent mind.

For the past three proxy seasons, the proposal submitted most often is one that gives shareholders and shareowners the power to call special meetings. But less common proposals were submitted, too.

Companies are willing to make a bold change at the top, even if that means having to go to the external market and search for a new chief executive.