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SPEAKING OUT Proxy Disclosure Rules |
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Sheli Rosenberg, Adjunct Professor of Corporate Governance, Northwestern’s Kellogg School of Management, shares her view on the new proxy disclosure rules. |
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WEBCAST CEO TK Kerstetter on CNBC |
| TK Kerstetter discusses the results of the Corporate Board Member/ PricewaterhouseCoopers survey with Joe Kernen on Squawk Box. | |
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SUPPLEMENT Board Focus on M&A 2008 |
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With the uncertainty of the market as a backdrop, we gathered a group of top legal, advisory, and financial experts to discuss the outlook for M&A activity in the financial services, consumer business, utilities and energy, and tech sectors. |
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| ARTICLE Pearl Meyer & Partners' 2008 Trends and Issues Report: Proxies That Make Grade |
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| Compensation Committee - This survey will explore the experiences of mid-to mega-cap companies under the second year of expanded compensation disclosure rules, following up on a similar PM&P survey in 2007. Among the topics covered: disclosure of peer group use and performance targets; how the need for more detailed reporting is affecting program designs; special drafting challenges; and whether companies think more disclosure is benefiting shareholders. | |
| ARTICLE 10 To-Do's for Audit Committees in 2008 |
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| Audit Committee - Risk, IFRS, working with the CFO, and examining performance all make the list. Read the top 10 from KPMG’s Audit Committee Institute. | |
| ARTICLE The Nonexecutive Chairman: Offering New Solutions |
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| Governance/Nominating Committee - While still not the norm in the United States, more boards of directors than in the past are appointing independent, nonexecutive chairmen. In light of the heightened interest in the role, this publication from Spencer Stuart shares perspectives about the nonexecutive chair position in practice, including the situations in which boards are most likely to appoint a nonexecutive chair, who is likely to fill the role, the qualities and experience of the most effective individuals in this role, and their responsibilities and compensation. | |
| ARTICLE Congress Strengthens Restrictions on Lobbying |
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| Legal - Fueled by lingering corporate scandals, compensation committees have become lightning rods for criticism. As a result, during proxy season, boards and the companies they serve are being challenged to address a myriad of corporate governance issues. This report by Hewitt Associates provides insight on the best executive pay practices to implement now to help clear the clouds of skepticism. | |
| ARTICLE D&O Insurance: Protecting Yourself and Your Company |
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| Board Liability - Heller Ehrman partner Tim Burns argues that public company directors can use D&O insurance to protect their companies against the financial impact of securities fraud claims while still protecting themselves against personal liability. He also describes how a D&O insurance program should be structured to achieve these dual aims. | |
| ARTICLE 10 Things a Director Needs to Know in Today's M&A Environment |
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| Mergers & Acquisitions - Although M&A activity may experience a period of decline relative to recent years, it most certainly will continue to play a prominent role in the lives of many companies in 2008 and beyond. Recent judicial, regulatory, and other developments have contributed to the ever-changing M&A landscape. Eric M. Swedenburg, a partner at Simpson Thacher & Bartlett LLP, focuses on ways in which directors can remain prepared in the face of this changing environment. | |
| ARTICLE Executive Pay: A Proposal to Protect Core Pay-for-Performance Programs |
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| Compensation Committee - There should be a robust discussion between management and the compensation committees of corporate boards about the appropriateness and utility of maintaining existing severance and change-in-control provisions. At a minimum, discussing these issues will help companies develop a Compensation Discussion and Analysis for their proxy that is responsive to the SEC and meets the needs of compensation committees. Watson Wyatt Worldwide suggests compensation committees consider these five solutions. | |
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WEBCAST Keys to Minimizing Director Liability |
| Steven E. Bochner, partner, Wilson Sonsini Goodrich & Rosati, talks about steps directors can take, from oversight to good record keeping practices, to reduce the likelihood of liability. | |
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WEBCAST What Compensation Committees Must Know About the Business Judgment Rule |
| Robert A. Romanchek, principal and senior executive compensation consultant, Hewitt Associates, discusses the development of the business judgment rule and how boards can comply with the current business judgment standard. | |
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WEBCAST Improving Audit Committee Performance: Factors to Consider |
| PricewaterhouseCoopers’ Partner and U.S. Leader for Corporate Governance Catherine L. Bromilow outlines three areas for audit committee members to consider when evaluating their performance. | |
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WEBCAST Board Concerns for Investing in Emerging Markets |
| Understanding the implications of investing in international markets often takes a broad base of experience. The risks and rewards can both be high, explains Frank Holder, senior managing director of FTI Consulting. | |
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WEBCAST Director Compensation: Past, Present, and Future |
| Hewitt Associates’ principal and senior executive compensation consultant Robert A. Romanchek discusses the changing face of director compensation from the 1970s to the present. | |
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WEBCAST Creating a Special Investigative Committee |
| Wilson Sonsini Goodrich & Rosati partner Glenn C. Colton advises boards how a special investigative committee can help navigate the best course if a company faces accusations of wrongdoing. | |
