Board Governance

Survey – How Non Profit Boards Work

November 24, 2014

from Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University NonProfit Board Members: You are invited to participate in a survey sponsored by GuideStar USA, BoardSource,  The Rock Center for Corporate Governance at Stanford University, and the Center for Social Innovation at the Stanford Graduate School of Business. The goal of this study is…

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Embracing Risk Oversight – The Board’s Role in Setting the Right Culture

October 6, 2014

from NYSE Governance Services and Thomson Reuters Board members have a legal, fiduciary duty to oversee risk, but it is less clear as to where “the buck stops” when it comes to ownership for corporate risk oversight and setting the proper risk culture within the context of the boardroom today. What role does management play…

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Proxy Monitor 2014: A Report on Corporate Governance and Shareholder Activism

October 6, 2014

by James R. Copland and Margaret M. O’Keefe, Proxy Monitor   Recent trends in corporate governance at large, publicly traded companies in the United States include increased shareholder power relative to that of boards. This trend in part involves—and in part has been driven by—activism on the part of shareholders who introduce proposals on companies’ annual-meeting proxy ballots.…

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Talking Points: Addressing Boardroom Confidentiality

September 19, 2014

from Corporate Board Member While trends like cyber security and increased activism from investors compete for attention with the usual board concerns, like compensation and compliance, Akin Gump listed its top ten concerns for boards in 2014 and boardroom confidentiality made the list. Laura J. Finn, web editor, boardmember.com, asked Kerry Berchem, head of Akin Gump’s corporate practice,…

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Five Guiding Principles for Better Shareholder Communication

September 19, 2014

by Sharon Podstupka, Pearl Meyer & Partners Whoever coined the phrase “There’s no such thing as bad publicity” never had his or her company’s less-than-stellar say-on-pay vote or executive pay practices featured on the pages of the Wall Street Journal. Seeing your CEO’s name in an unflattering headline about income inequality is not how you…

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Activists at the Gate: The Continuing Evolution of Shareholder Activism in the U.S.

September 19, 2014

By Clare O’Brien, Rory O’Halloran and J. Michael Dockery, Shearman & Sterling LLP Over the last several years, in light of the significantly higher activity levels of activist investors, U.S. public companies have begun to spend more time both preparing for possible advances from activist investors and communicating with their shareholder bases.  According to Hedge Fund…

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Emergency Succession Planning: Increasing Expectations for Boards

September 19, 2014

by Michael W. Peregrine, McDermott Will & Emery LLP and William F. Kanzer, Kanzer Associates, Inc. Recent marketplace developments serve to encourage governing boards to establish an emergency CEO successor contingency process as part of risk management protocols. Such a process would be in addition to the board’s traditional obligation concerning succession planning. Unexpected “lightning…

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14-Point Roadmap for Improving Diverse Representation in the Boardroom

September 17, 2014

from the WomenCorporateDirectors Global Nominating Commission Answering calls for specific steps to boost women’s representation on boards worldwide, WomenCorporateDirectors and its Global Nominating Commission unveiled a roadmap for decision-makers: “Improving Diverse Representation in the Boardroom.” The 14-point roadmap was introduced as part of WCD’s third annual Global Institute. The WCD Global Nominating Commission – designed to…

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Activism and Engagement: Yadda, Yadda, Yadda or a Useful tool (or a Little of Both)

September 16, 2014

August 04, 2014 by Kenneth Koch, Mintz Levin  Activism is on the rise and everyone’s activism defense playbook includes engagement, engagement and more engagement as the principal response. The experts in the field are well versed in when to engage, who to engage and how to engage. ‎These are all important aspects of engagement, but there is…

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Making a Great Board

August 4, 2014

from RHR International   What makes a board great? In his recent Forbes blog, entrepreneur Bryan Stolle, a former CEO and software company founder, suggests that a great board is the result of great board members—those who exhibit sound judgment and provide relevant context; offer wisdom, motivation, interest, and a compatible style; are effective coaches…

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A New Breed of CCO for a New Era: What Companies Need Now

May 31, 2013

from BarkerGilmore More than a decade of regulations, from the Patriot Act to Sarbanes-Oxley to Dodd-Frank, have helped to position the Chief Compliance Officer (CCO) squarely in the spotlight as an official and crucial member of the senior team. Compliance has always been a robust function in regulated industries, such as healthcare and financial services,…

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Delaware Supreme Court Upholds Board Compensation Decision

September 19, 2014

from Wachtell Lipton Rosen & Katz January 14, 2013 Earlier today the Delaware Supreme Court upheld a Chancery Court determina-tion that a board did not commit waste by consciously deciding to pay bonuses that were non-deductible under Section 162(m) of the Internal Revenue Code (Freedman v. Adams, Del. Supr., __ A.2d __, No. 230, 2012, Berger J.…

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Activism and Engagement: Yadda, Yadda, Yadda or a Useful tool (or a Little of Both)

September 10, 2014

by Homer E. Moyer, Jr., Miller & Chevalier Even major corporations consider a $10 million FCPA investigation to be a large expenditure.  But investigations costing that much or more are no longer aberrational, as public reports and SEC filings in 2013 have made clear. Companies that are not transnational behemoths – Nordion, Diebold, and Dun…

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