• About the Author: Gary Larkin

    Gary Larkin is a research associate in the corporate leadership department at The Conference Board in New York. His research focuses on corporate governance, including succession planning, board compo…

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08 Nov. 2017 | Comments (0)
What do ISS’ 2018 draft policy changes mean?
Here are descriptions and comments on Institutional Shareholder Services proposed policy changes on gender pay gap, poison pills, and non-employee dir…

13 Oct. 2017 | Comments (0)
On Governance: Advice on CEO pay ratio rule: Start now!
If there is one common observation from compensation consultants and securities lawyers regarding the recent SEC CEO pay ratio disclosure rule guidanc…

02 Aug. 2017 | Comments (0)
Activist Insight: The Conference Board proxy advisor report ‘a little harsh’
“Just What Is the Corporate Director’s Job?” That is a question The Conference Board’s Governance Center is in the midst of posing to different groups…

22 May. 2017 | Comments (0)
Expect the impact of any Dodd-Frank Act rollback to be minimal
Nearly four months into President Trump’s first term, the perception is that a full rollback of the Dodd-Frank Act rules related to corporate governan…

21 Mar. 2017 | Comments (0)
Q&A with Katie Paine: How to Prepare for a Trump ‘Tweetstorm’
By Gary Larkin As I have researched the impact of social media attacks on public companies— namely the recent campaign by President Trump—I h…

06 Mar. 2017 | Comments (0)
Q&A with Katie Paine: How to Prepare for a Trump ‘Tweetstorm’
By Gary Larkin, Research Associate, The Conference Board As I have researched the impact of social media attacks on public companies— namely the re…

28 Feb. 2017 | Comments (0)
Is Your Board Prepared for a Trump Tweet Attack? Check Again
By Gary Larkin In the first month of the new Administration, companies are facing a risk they didn’t expect: being the subject of one of President …

23 Feb. 2017 | Comments (0)
Is your board prepared for a Trump Tweet attack? Check again
By Gary Larkin, Research Associate, The Conference Board Governance Center In the first month of the new Administration, companies are facing a ris…

13 Feb. 2017 | Comments (0)
Which Dodd-Frank rules will stay? Which ones will go?
With a flurry of executive orders in his first two weeks in office, President Trump made one thing absolutely clear. The Dodd-Frank Wall Street Reform…

02 Feb. 2017 | Comments (0)
How Did we Get Here? The Committee on Corporate Political Spending has Answers
As President Trump—the first sitting executive of a company to become commander in chief— begins to roll out his agenda, many in political circles are…

27 Jan. 2017 | Comments (0)
How Good is Gender Diversity for Boards?
Is it good business for companies to add women to their boards? That is the question two professors—one from Pace University and another from USC—atte…

19 Jan. 2017 | Comments (0)
Universal proxy roundtable highlights publication and primer available
While many Americans are focused on what a Trump administration will mean for such issues as healthcare, immigration, and gender diversity, those in t…

04 Jan. 2017 | Comments (0)
Uncertainty a major corporate governance theme in 2017
By Gary Larkin, Research Associate, The Conference Board Governance Center As corporate governance goes, the uncertainty of 2017 will be its own se…

06 Dec. 2016 | Comments (0)
Q&A on corporate political spending with Michelle Diggles
Michelle Diggles, a senior political analyst with third way, a centrist think tank that addresses such problems as public policy, recently spoke with …

26 Oct. 2016 | Comments (0)
SEC calls for mandatory universal proxy cards
By Gary Larkin, Research Associate, The Conference Board Governance Center The issue of using universal proxy cards in contested elections has been…

13 Oct. 2016 | Comments (0)
Might just be time for final rules on clawback policies
The author believes the SEC will finally go ahead with finalizing the executive compensation clawback rules after the U.S. Court of Appeals for the Ni…

26 Sep. 2016 | Comments (0)
It’s Commonsense to Have U.S. Corporate Governance Code
Over the summer, one of the most interesting pieces of corporate governance literature was the Commonsense Corporate Governance Principles. The public…

31 Oct. 2011 | Comments (0)
Gary Larkin Signs Off as Governance Center Blog Editor
For the last two years, I have had the privilege of writing the first ever blog for The Conference Board. After nearly 200 posts of news analysis …

22 Oct. 2011 | Comments (0)
Corporate Political Spending Message: Boards Should Get Handle on Process
Of all the messages coming out of The Conference Board Committee on Corporate Political Spending Symposium Thursday, there was one that resonated the …

20 Oct. 2011 | Comments (0)
Governance Watch Webcast on Shareholder Activism in Uncertain Times Slated for Nov. 2
The next episode of Governance Watch, a new webcast produced by The Conference Board Governance Center and sponsored by Cleary Gottlieb Steen & Ha…

18 Oct. 2011 | Comments (0)
Reports: Say on Pay Votes Bridging Shareholder-Director Communication Gap
Even though shareholders approved most of the executive compensation plans put up for vote in the 2011 proxy season, the tiny minority of failed say o…

14 Oct. 2011 | Comments (0)
Sustainability Matters: For Directors, it’s all in the Framework
If there is one message that comes across loud and clear from the newly released Sustainability Matters: Why and How Corporate Boards Should Become In…

12 Oct. 2011 | Comments (0)
LexisNexis Nominates Governance Center Blog Again
For the second year in a row, the Governance Center Blog has been nominated by LexisNexis to its Top 25 Business Law Blogs of 2011, which are featured…

06 Oct. 2011 | Comments (0)
Worth Reading: Conflict Minerals Disclosure
By now you’ve most likely heard of the conflict minerals disclosure section in the voluminous Dodd-Frank Wall Street Reform and Consumer Protection Ac…

04 Oct. 2011 | Comments (0)
NACD Conference: Directors All a Twitter Over Lead Director Role
Among U.S. public companies, the role of lead director is being taken seriously enough that is the subject of a blue ribbon commission report by the N…

30 Sep. 2011 | Comments (0)
#Commitforum: Sustainability Reporting Now ‘Businessified’
Consider the following when your board next discusses sustainability: “More votes cast in @PepsiCo Performance with Purpose campaign than in the last …

28 Sep. 2011 | Comments (0)
Q&A With Donald Schepers and Naomi Gardberg of Baruch College Corporate Political Disclosure Index
After I blogged two weeks ago about the importance of trade association corporate political spending disclosure, I thought it would be a good idea to …

23 Sep. 2011 | Comments (0)
From UK to the U.S., Talent in Pipeline Keeping Women in Boardroom Numbers Down
Whether it’s at conferences, in new studies or on the blogosphere, the issue of whether or not there are enough women in the boardroom has begun to pi…

16 Sep. 2011 | Comments (0)
Trade Association Disclosure Key to Corporate Political Spending Quandary
The issue of corporate political spending has gotten a lot of attention as American companies have become concerned about the direction of the country…

13 Sep. 2011 | Comments (0)
Worth Reading: Proxy Access Next Steps
Now that Rule 14a-11 (mandatory shareholder proxy access under the Dodd-Frank Act) is dead for at least the next proxy season, it has become apparent …

09 Sep. 2011 | Comments (0)
2012 Proxy Access Shareholder Proposal Wave Can Commence Next Week
You can expect institutional shareholders to start writing shareholder proposals that would call for proxy access procedures for next proxy season as …

06 Sep. 2011 | Comments (0)
Is Executive Compensation Information Accuracy Vulnerable as Equilar ends ISS Deal?
There was a snippet of information that caught my eye last week as I was researching the hash tag #corpgov on Twitter: “Equilar terminates agreement w…

02 Sep. 2011 | Comments (0)
Despite the Controversy, Jobs Succession Plan at Apple may be Model for Others
The resignation of Apple CEO Steve Jobs and his succession to Chair raises a couple of issues for all public companies regarding the creation and impl…

26 Aug. 2011 | Comments (0)
Could SEC Whistleblower Bounty Program Be in Plaintiff Bar Crosshairs?
If you think the federal appeals court decision to strike down the new SEC proxy access rule was the only salvo in the Corporate America’s fight again…

11 Aug. 2011 | Comments (0)
Conference Board Economist Quells Recession Fears, Calls for Coordinated Global Actions
In this week of stock market volatility and global economic upheaval, I would be remiss if I didn’t share the letter written by The Conference Board E…

11 Aug. 2011 | Comments (0)
Corporate Political Spending Issue Now at SEC’s Doorstep
In light of a divisive presidential election cycle that is about to start, the issue of corporate political spending has gotten some traction over the…

09 Aug. 2011 | Comments (0)
E&Y Survey: Uniform Standard for Broker-Dealers, FINRA Rules Worrisome
While the new Dodd-Frank Wall Street Reform and Consumer Protection Act and Financial Industry Regulatory Authority (FINRA) rules that would affect br…

05 Aug. 2011 | Comments (0)
Reports: Key to Successful Corporate Philanthropy is Better Alignment to Business
Based on the economic news of the past week, it’s probably not a good time to bring up corporate philanthropy. But then again, maybe it is. Corpora…

03 Aug. 2011 | Comments (0)
ISS Agrees: Expect More Proxy Contests, Vote No Campaigns in 2012
I guess I was on to something last month when I blogged (Proxy Access Court Decision Fallout: Bank on More Proxy Contests) that there will most certai…

28 Jul. 2011 | Comments (0)
Worth Reading: News Corp. Phone Hacking a Tone at the Top Issue
I couldn’t help but notice the similarities between the accounting scandals of the late 1990s, early 2000s at Enron, Tyco and WorldCom and the News Co…

26 Jul. 2011 | Comments (0)
Proxy Access Court Decision Fallout: Bank on More Proxy Contests
Two things are almost certain following Friday’s decision by the U.S. Court of Appeals for the D.C. Circuit in the case challenging the SEC’s new prox…

22 Jul. 2011 | Comments (0)
Succession Plan in Place as Governance Center Director Embarks on New Opportunity
Paul DeNicola, The Conference Board Governance Center director, is leaving to become a director of  PwC’s Center for Board Governance effective Aug. 8…

18 Jul. 2011 | Comments (0)
Derivative Lawsuits on Radar of Failed SOP Vote Companies
If you sit on the board of any of the 39 companies that had a failed Say on Pay vote the past proxy season, I don’t need to tell you that despite the …

14 Jul. 2011 | Comments (0)
Say on Pay Review: More Shareholder Engagement, but Pay for Performance ‘Disconnect’
The early word on what U.S. public companies should do following the first mandatory year of Say on Pay is to review the level of engagement with shar…

12 Jul. 2011 | Comments (0)
The Conference Board CEO Succession Report Now Available
The 2011 CEO Succession Report, a new addition to The Conference Board’s research portfolio, is now available for purchase and download on The Confere…

08 Jul. 2011 | Comments (0)
McKinsey Governance Survey: Directors Want to Focus More on Strategy
Enhanced training, a change in composition and more constructive discussions may help boards get back to their top goal of focusing on company strateg…

07 Jul. 2011 | Comments (0)
Wilcox: Decrease in Shareholder Activism, Low Negative Say on Pay Votes Sign of Progress
What you see isn’t necessarily what you get when it comes to the 2011 proxy season, according to John Wilcox, chair of international corporate governa…

30 Jun. 2011 | Comments (0)
The Conference Board Corporate Political Activity Report Planned by New Committee
Just in time for the 2012 U.S. presidential election, The Conference Board plans to advance the work it has already done on corporate political spendi…

27 Jun. 2011 | Comments (0)
Q&A With Denise Morrison – Succession Planning
[caption id="attachment_1204" align="alignright" width="240" caption="Denise Morrison, Executive VP, COO, Campbell Soup"][/caption] When I first he…

27 Jun. 2011 | Comments (0)
Free CEO Succession Report for Board Practices Survey Participants
For those of you who may have missed my post last week on our new 2011 CEO Succession Report, the Governance Center is offering the report free to tho…

23 Jun. 2011 | Comments (0)
2011 CEO Succession Report: Dismissals Up, Outside Hires on the Rise
The dismissal rate of CEOs in the S&P 500 due to disciplinary actions has increased in recent years, while 25 percent of boards of directors facin…

21 Jun. 2011 | Comments (0)
Investors May be More Equipped with Exec. Comp., Pension Data for Proxy Season 2012
With the first year of mandatory advisory votes on executive compensation just about complete, one of the most influential proxy advisory firms announ…

16 Jun. 2011 | Comments (0)
Millstein Center Names Governance Center Director DeNicola ‘Rising Star’
[caption id="attachment_1183" align="alignright" width="128" caption="Paul DeNicola, Governance Center Director"][/caption] The Conference Board Go…

14 Jun. 2011 | Comments (0)
Governance Center Crash Course: Shareholders Focused on Executive Compensation, Diversity
During our recent Corporate Governance and Compliance Crash Course, we had the opportunity to hear from three key people at three of the largest insti…

10 Jun. 2011 | Comments (0)
The Conference Board Webcast: Say on Pay About Substance, Not Election
By now, you’ve probably seen all the figures related to the first year of Say on Pay and Say When on Pay votes for public U.S. companies as mandated u…

06 Jun. 2011 | Comments (0)
Q&A With Charles Elson -- Bridging Board Gaps
Of the many reports that are out there on corporate governance, there is one that should be included in your “must read” pile this summer. Bridging Bo…

02 Jun. 2011 | Comments (0)
In First Year of Say on Pay, Is Shareholder Dialogue Progressing?
The fact that as of June 1, 31 companies out of more than 1,600 have reported shareholders have voted down executive compensation plans (of those a ma…

31 May. 2011 | Comments (0)
Worth Reading … Final SEC Whistleblower Rules
As you all may well know by now, the SEC has adopted its final rules to create a whistleblower bounty program as part of the Dodd-Frank Act by a famil…

26 May. 2011 | Comments (0)
E&Y Picks up PGI’s Pieces for Corporate Governance Foothold
While combing my Twitter and RSS feeds, I came across an item that while not front page news is indicative of a trend I blogged about last summer. Tha…

24 May. 2011 | Comments (0)
NASDAQ, NYSE Team Up with The Conference Board on Board Practice Survey
The Conference Board, NASDAQ OMX and NYSE Euronext recently announced a research collaboration to examine the state of corporate governance practices …

20 May. 2011 | Comments (0)
Women Groups, SEC Commissioner Lead Charge for More Board Diversity
Maybe for change to take place on U.S. corporate boards, it may have to take the support of an influential person such as the President. But for now i…

19 May. 2011 | Comments (0)
Accounting Firms Finding Sustainability Program Growth in U.S.
Three years have definitely made a difference in the world of corporate sustainability programs, according to a recent study by KPMG. Combined with so…

19 May. 2011 | Comments (0)
Worth Reading … Corporate Governance Reports
With proxy season in full gear, a myriad of corporate governance issues once again is front and center at many annual meetings. Whether it’s board str…

10 May. 2011 | Comments (0)
More Evidence that Executive Pay Practice Change is Starting
Now that two other major news organizations have confirmed it, I guess it can be proclaimed that indeed CEOs of American public companies received siz…

05 May. 2011 | Comments (0)
Survey from The Conference Board: Manufacturing Leading Donor to Japan Relief Effort
The U.S. manufacturing industry is the leading donor for aid among U.S. listed companies to earthquake-ravaged Japan with an average of $807,555 per c…

04 May. 2011 | Comments (0)
Occidental’s Fifth Analyst Call Raises Shareholder Dialogue Bar
It was only a year ago that Occidental Petroleum made some big news when it was among the first U.S. companies to have a “Say on Pay” proposal voted d…

29 Apr. 2011 | Comments (0)
Early Returns on Executive Compensation: Higher Pay, More Shareholder Involvement
In the first year of mandated advisory votes on executive compensation plans, two observations can be made: large public companies are shifting pay pr…

27 Apr. 2011 | Comments (0)
Conflict Minerals Disclosure, Audit Could Open Sustainability Reporting Window
Through the use of sustainability reporting, a handful of public electronics companies are learning how the processes used in the due diligence of tra…

20 Apr. 2011 | Comments (0)
Delays in Compensation, Pay-for-Performance and Clawback Rules May be Problematic
Conflict minerals disclosure, mine safety disclosure, resource extraction issuer disclosure, new exchange listing standards for compensation committee…

19 Apr. 2011 | Comments (0)
On First Read, Expect Proxy Access to be Retooled for 2012
Wouldn’t it be the ultimate irony if the shareholder proxy access rules approved by the SEC under the Dodd-Frank Act were thrown out by a federal cour…

14 Apr. 2011 | Comments (0)
Should Boards Worry About a ‘Fifth Analyst Call’ for Investors?
In what is probably one of the most-anticipated conference call in Occidental Petroleum’s long history, some key institutional investors will get a un…

08 Apr. 2011 | Comments (0)
GMI Report: Airgas Decision Could Impact Small-, Mid-Cap Companies More
A recent report by GovernanceMetrics International Research Associate Beth Young on the Airgas poison pill decision expounds upon a point we made in o…

06 Apr. 2011 | Comments (0)
Is ‘Pale, Male and Stale’ Good for Corporate Boardrooms?
They’re “pale, male and stale.” That’s the phrase I have heard on more than one occasion to describe the majority of corporate boardrooms. Whether it …

31 Mar. 2011 | Comments (0)
Do New Proposed SEC Compensation Committee/Consultant Rules Go Far Enough?
After listening to SEC Commissioner Luis A. Aguilar speak during Wednesday’s open meeting where the commission in a 5-0 vote approved proposed rules f…

30 Mar. 2011 | Comments (0)
Report: Communicating CSR to Stakeholders Crucial
A major component of any corporate social responsibility (CSR) program isn’t so much how a company carries out those activities but rather how it comm…

25 Mar. 2011 | Comments (0)
Q&A with William Ide – Internal Audit Alignment
Nearly a decade after the Sarbanes-Oxley Act was signed into law, the internal audit (IA) function is facing new challenges as to what additional role…

22 Mar. 2011 | Comments (0)
Worth Reading … Proxy Advisory Firms’ Power
As the proxy season gets into full swing, the issue of the amount of power and influence held by proxy advisory firms – specifically ISS and Glass Lew…

18 Mar. 2011 | Comments (0)
The Conference Board Issues Poison Pill Recommendations
The recent Delaware Court of Chancery Air Products v. Airgas decision and the spate of poison pill adoptions in recent months lends credence to the th…

08 Mar. 2011 | Comments (0)
Chamber, SEC May Sow the Seeds for Corporate Governance Compromise
For those of you who spend a great deal of time preparing the myriad of filings for regulators and/or board meetings there were two news events worth …

03 Mar. 2011 | Comments (0)
Q&A With Ron Berenbeim – Linking Corruption and Human Rights
When boards and management discuss corruption, it’s usually in the prism of the Foreign Corrupt Practices Act (FCPA) or some other ethics-related law …

25 Feb. 2011 | Comments (0)
Directors Told to Engage ISS and Institutional Investors During Say on Pay Proxy Season
One of the biggest targets going into the 2011 proxy season – the year of Say on Pay – is not those in the C-suite, the boardroom or activist investor…

22 Feb. 2011 | Comments (0)
Dodd-Frank Act in Middle of Battle Brewing Over SEC Funding
While it may not be on the level of the historic protests in the Middle East or the budget battle playing out in Wisconsin, the funding “war” being wa…

18 Feb. 2011 | Comments (0)
Is CSR Finally Getting its Due in the Boardroom?
There is an acronym that has finally bubbled up to the boardroom: CSR, as in corporate social responsibility. And one of the reasons it is finally bei…

15 Feb. 2011 | Comments (0)
Worth Reading … Say on Pay, CD&A Guidance
As public companies and shareholders gear up for the first big wave of SEC-required advisory votes on executive compensation, the frequency of such vo…

11 Feb. 2011 | Comments (0)
Beware of Boilerplate With New CD&A Compensation Template
If you are a corporate secretary, compensation committee member or compensation consultant, most likely you heard about the Compensation Discussion &a…

10 Feb. 2011 | Comments (0)
Nasdaq Hacking a Wake-Up Call for Boards
Don’t you find it somewhat ironic that the one part of Nasdaq’s website hackers were able to break into was the Directors Desk portal, an online appli…

04 Feb. 2011 | Comments (0)
Q&A With David J. Vidal -- Sustainability and Boards
If companies truly want to embrace sustainability, all they have to do is think of it as asset preservation.  And if a board wants to understand how s…

28 Jan. 2011 | Comments (0)
Taking a Look at Say on Pay Proxy Statement Language
Now that the SEC has adopted the final rules for Say on Pay, Say When on Pay and golden parachutes advisory votes, I thought it would be a good time t…

22 Jan. 2011 | Comments (0)
SEC Answers Proxy Access Suit Charges; Court Date Set for April 7
The case that could decide the legality of the shareholder proxy access rules adopted by the SEC will be heard by the U.S. Court of Appeals for the D.…

18 Jan. 2011 | Comments (0)
CAQ Report Accentuates Ways to Battle Financial Fraud
With all that has been written and discussed about in the aftermath of the great financial crisis of 2008-2009, there hasn’t been a lot of focus on th…

14 Jan. 2011 | Comments (0)
Wikileaks Episode Should be Wake-Up Call for Companies
If you are a director on a U.S. public company, you probably had a queasy feeling in your stomach when you heard about Wikileaks’ potential next targe…

11 Jan. 2011 | Comments (0)
Triennial, Annual Favorites for Say on Pay Frequency Vote
Triennial, biennial, or annual. What will it be? That’s the question public companies will be answering this coming proxy season when it comes to the …

06 Jan. 2011 | Comments (0)
Some More Top Issues Lists for 2011
With the first week of the New Year just about over, I have come upon three more top issues lists for directors and management in 2011. Consider this …

21 Dec. 2010 | Comments (0)
Top 2011 Issues for Directors and CEOs
As company holiday parties wind down and executives prepare for what next year may bring, that can mean only one thing in the corporate governance wor…

17 Dec. 2010 | Comments (0)
Worth Reading…SEC Comment Letters on Whistleblowing Bounty Program
The SEC’s proposed rules to implement the whistleblower provisions of the Dodd-Frank Act has drawn its fair share of criticism in the form of public c…

16 Dec. 2010 | Comments (0)
Spencer Stuart Index: Some Progress Made in the Boardroom
If you haven’t had a chance to download the 2010 version of the Spencer Stuart U.S. Board Index, I would advise you to do so. In its 25th year, the re…

13 Dec. 2010 | Comments (0)
Merger May Give Investors Alternative to ISS Ratings
There’s a three-letter acronym that stands for a company that focuses on corporate governance ratings and research that public companies and their boa…

10 Dec. 2010 | Comments (0)
Shareholder Proxy Access Arguments Made in Court Filings
The second salvos have been fired by those organizations representing public companies and investment funds in a court fight with the SEC over proxy a…

03 Dec. 2010 | Comments (0)
Board Diversity Progress Measured by Calendar, Not Clock
Let’s face it. Real progress can’t be measured in seconds, minutes or days. When it comes to diversity of public company boards, you would be looking …

30 Nov. 2010 | Comments (0)
CII, ISS Arm Shareholders for 2011 Proxy Season
Armed with a new white paper from the Council of Institutional Investors and the recently released Institutional Shareholder Services’ 2011 updates fo…

23 Nov. 2010 | Comments (0)
Report: Institutional Investors Owning More of Larger Companies
Institutional investors came back to the securities markets in droves in 2009 after fleeing during the financial crisis of 2007-2008, according to The…

19 Nov. 2010 | Comments (0)
Worth Reading … SEC Comment Letters on Proxy Plumbing
When the SEC issued its concept release on the U.S. proxy system, also known as proxy plumbing, in July, it was praised by many corporate secretaries …

18 Nov. 2010 | Comments (0)
Frequency Becoming Focus of Say on Pay Battle
The battle over advisory Say on Pay votes at public companies, which will be in full force this spring, is coming down to frequency, rather than what’…

12 Nov. 2010 | Comments (0)
Reports: Small Companies Like to Separate Chair/CEO While Big Firms Go for Lead Directors
While the big takeaway from the inaugural Korn/Ferry Market Cap 100 report on Board Leadership is that few public companies among the large capitaliza…

09 Nov. 2010 | Comments (0)
Trade Association Contribution Disclosure at Heart of Investor/Company Post-Election Debate
The debate over how trade associations spend corporate political contributions continues to be at the center of the fight between trade associations a…

08 Nov. 2010 | Comments (0)
Could SEC Whistleblower Bounty Program Harm Internal Compliance?
Although nearly everyone -- including the five SEC commissioners -- agrees that corporate whistleblowers are the best source for detecting corporate f…

03 Nov. 2010 | Comments (0)
Dear CFO: SEC Warns of Foreclosure Disclosure Issues
It looks like public company directors don’t have to just heed my warning [See Oct. 20 blog post.]about addressing the possible fallout from the curre…

02 Nov. 2010 | Comments (0)
Political Handbook: Political Engagement Programs Need to be Monitored
With the first national elections in the post Citizen’s United era all but over, The Conference Board Governance Center is looking ahead to the 2012 p…

28 Oct. 2010 | Comments (0)
Basel Report on Corporate Governance Better Read for Boards Than Standards
As world leaders prepare for the G-20 Summit in Seoul, South Korea, Nov. 11-12, the Basel III capital reform plan will be a big part of the discussion…

27 Oct. 2010 | Comments (0)
Blog Honored by LexisNexis
The Conference Board Governance Center Blog continues to make its mark felt in the corporate governance blogosphere. We have been named to the LexisNe…

21 Oct. 2010 | Comments (0)
Report: Say on Pay Picking up Steam at Financials
On the same day the SEC issued its long-awaited proposed rules on advisory votes for executive compensation and “golden parachutes,” The Conference Bo…

20 Oct. 2010 | Comments (0)
Directors Beware! Next Crisis is Upon Us
Don’t look now public company directors, but the next financial crisis may be upon us and it looks a lot like the 2008 crisis that was borne out of th…

14 Oct. 2010 | Comments (0)
Survey: Quotas, Mandates Not Answer to Close Gender Gap on Boards
The gender gap on U.S. public company boards continues to grow yet female directors agree with their male counterparts that quotas or such “silver bul…

13 Oct. 2010 | Comments (0)
Oops … Nasdaq Listing Council Did Issue Report
Apparently, the Nasdaq market’s decision in June not to change its governance listing standards after issuing a comprehensive list of recommendations …

08 Oct. 2010 | Comments (0)
Report: Keeping Former CEOs on Board Could Have Repercussions
As many U.S. public companies continue to retain their outgoing CEO for their boards, The Conference Board Governance Center has come out with researc…

05 Oct. 2010 | Comments (0)
Looks Like 2012 for Proxy Access …Maybe
Looks like the implementation of shareholder proxy access rules will have to wait until the 2012 proxy season, but that isn’t stopping some law firms …

05 Oct. 2010 | Comments (0)
NYSE Euronext Corporate Governance Report a Must Read for Directors
A New York Stock Exchange Euronext Commission on Corporate Governance report released late last month received a lot of press on its governance princi…

29 Sep. 2010 | Comments (0)
Corporate Advocates Fire Salvo in Proxy Access Fight
It looks like two of Corporate America’s biggest advocates believe one SEC commissioner’s intimation that the SEC’s new proxy access rules would not h…

23 Sep. 2010 | Comments (0)
Looks Like Say on Pay by Proxy Season 2011
Earlier this week, the SEC released its Dodd-Frank Act rulemaking schedule. It’s quite an ambitious undertaking for the next 10 months. But what I tho…

23 Sep. 2010 | Comments (0)
Here’s Some Advice on Preparing for Proxy Access
Now that the new SEC proxy access rules have appeared in the Federal Register and are set to go into effect in November for the next proxy season, man…

17 Sep. 2010 | Comments (0)
Governance Center Blog Up for Honor
As the Governance Center Blog approaches its first year and its 100th post, we are happy to announce that it has been nominated to be included in Lexi…

15 Sep. 2010 | Comments (0)
Worth Reading … Proxy Access
Shareholder proxy access is an issue that has been on and off boards’ collective radar for years, depending on whether there was a Democrat or Republi…

10 Sep. 2010 | Comments (0)
Just What is an Independent Director Anyway?
The revelation in a Wall Street Journal article last month [Hyatt Director Gets a Status Makeover, Aug. 24, Subscription required.] once again raises …

02 Sep. 2010 | Comments (0)
Financial Regulatory Reform Series: Shareholder Proxy Access
As part of a series of posts over the next two months, I will focus on the five main corporate governance and executive compensation sections of the D…

27 Aug. 2010 | Comments (0)
The Conference Board, Davis Polk Release Proxy Analysis
The enhanced disclosures in the 2010 proxy statements of some of the largest U.S. companies, including some financial institutions, reflect the beginn…

26 Aug. 2010 | Comments (0)
Proxy Access Ruling Elicits Polarizing Debate
The initial reaction to the SEC’s proxy access rule vote yesterday wasn’t very surprising: C-level executives and directors hate it, shareholder group…

25 Aug. 2010 | Comments (0)
Proxy Access First Reform Measure in Place
It may not be hailed as a shareholder Bill of Rights, but today’s 3-2 SEC vote on shareholder proxy access is the first significant part of the Dodd-F…

19 Aug. 2010 | Comments (0)
Swaps Are First Up in Reform Rulemaking Process
As promised, the SEC hasn’t wasted any time with the financial regulatory reform rulemaking process as it tackles derivatives – a big factor in the 20…

18 Aug. 2010 | Comments (0)
Governance Ratings Firm Mergers Put New Light on ISS
If you were on vacation late last month, you may have missed one of the biggest corporate governance news stories of the summer, if not the year. No, …

16 Aug. 2010 | Comments (0)
SEC Wants Financial Reform Comments Before Regs
For all you corporate secretaries, general counsel, directors, compensation committee chairs and anyone else involved in corporate governance, your ch…

23 Jul. 2010 | Comments (0)
Governance Center Meeting Season Starts in October
The fiscal year 2011 corporate governance conference season kicks off this October with our annual meeting in New York City and continues with Roundta…

23 Jul. 2010 | Comments (0)
Enactment of Dodd-Frank Law Spurs Memo Wave
By now, you’ve probably been deluged with alerts, client memos, invitations to webinars and live conferences in the past week all centered on the rece…

16 Jul. 2010 | Comments (0)
Worth Reading … Financial Reform Thought Leadership
Now that Congress has passed the financial regulatory reform bill with the Senate’s 60-39 vote on Thursday  [See July 15 Reuters article here.], the h…

15 Jul. 2010 | Comments (0)
SEC Wants Your Proxy Plumbing Stories
With more than 600 billion shares being voted electronically at more than 13,000 shareholder meetings every year and the growing practice of share len…

10 Jul. 2010 | Comments (0)
Schapiro: SEC Ready to Tackle Proxy Voting Structure
If you take anything away from SEC Chair Mary Schapiro’s Friday speech to the Society of Corporate Secretaries and Governance Professionals annual mee…

25 Jun. 2010 | Comments (0)
Is There a Crisis Management Plan Crisis?
In light of the fallout from the BP oil spill, I scoured the web sites of some of the Fortune 100 and Googled the words “corporate crisis management p…

22 Jun. 2010 | Comments (0)
SEC Will Have Hands Full Once Financial Reform Passes
As the House-Senate Conference Committee gets closer to an agreement for financial regulatory reform, directors and chief executives are wondering how…

18 Jun. 2010 | Comments (0)
Compensation Plans Provide Companies Chance to Rebuild Trust
Although executive compensation plans may not be as big a source of shareholder and public anger that they were last year in the heat of the financial…

16 Jun. 2010 | Comments (0)
Reports: Sustainability Reporting Standards Lacking
Boards of directors need to oversee corporate sustainability reporting more effectively as their companies should raise the bar on minimum reporting s…

11 Jun. 2010 | Comments (0)
Executive Compensation Conference Share: Board Placemats
Another week, another conference as the spring corporate governance season kicks into full gear. This week I attended the 2010 Executive Compensation …

10 Jun. 2010 | Comments (0)
Placemat
https://acrobat.com/?i=D37SsGKtkBjtdO92pm4jSA…

08 Jun. 2010 | Comments (0)
DI Roundtable Share: Reminders for Directors
In this season of corporate governance conferences, I wanted to use this space to share some information gleaned from a recent Conference Board Direct…

08 Jun. 2010 | Comments (0)
Diebold Case Shows Breakdown in Board Processes
As U.S. public companies continue to recover from the financial crisis, there were some reminders in the past couple of weeks about how the pressure t…

08 Jun. 2010 | Comments (0)
Ten Reminders for Directors

02 Jun. 2010 | Comments (0)
Shareholder Activism Handbook

02 Jun. 2010 | Comments (0)
Corporate Governance Handbook

02 Jun. 2010 | Comments (0)
Worth Reading … Financial Reform (the Final Chapter?)
Numerous law firms and at least one stock exchange are telling their clients and issuers to prepare for new corporate governance rules as early as thi…

27 May. 2010 | Comments (0)
Q&A With Ken Daly -- Risk and Red Flags
[caption id="attachment_538" align="alignright" width="100" caption="Ken Daly, President and CEO of NACD"][/caption] Public company boards have tak…

26 May. 2010 | Comments (0)
Financial Regulatory Reform Signaling Move Toward Strategic Governance?
As Congressional leaders prepare to start a three-week process to reconcile the two versions of the financial regulatory reform bills, it dawned on me…

21 May. 2010 | Comments (0)
Solid Succession Plan Best Tool for Dealing with Shareholder Activism
Boards and management of public companies may not realize it, but one of the most successful tools to deal with the economic activism of hedge funds a…

19 May. 2010 | Comments (0)
Is Integrated Reporting Really Good Business?
Repeat after me, “Integrated reporting is good business.” Of course, I can’t take credit for this statement. Those are the words of the corporate gove…

14 May. 2010 | Comments (0)
Executives Worry as Financial Reform Nears
If you have been following the debate on the financial regulatory reform bill in the Senate, [See Wall Street Journal coverage here.] you are probably…

12 May. 2010 | Comments (0)
Some Questions for Boards to Ponder Regarding Activists
Experts agree one of the most important issues for a board and its management to deal with every proxy season is to evaluate their exposure to shareho…

07 May. 2010 | Comments (0)
Q&A With Tony Galban – Independent Director Liability
As companies continue to recover from the financial crisis and brace for a much more aggressive SEC, independent directors are realizing just how vuln…

06 May. 2010 | Comments (0)
Climate Change Disclosure Start of Long Standard-Setting Process
When SEC Chair Mary Schapiro and the rest of the commission issued interpretative guidance on climate change disclosure back in February, they said th…

30 Apr. 2010 | Comments (0)
Expert Committee: Get Out the Retail Vote, Talk to Shareholders
If the current proxy season continues on the course it has set early on, public company boards and management are facing a contentious shareholder env…

29 Apr. 2010 | Comments (0)
Corporate Governance Changes Still Linchpin of Financial Reform
Whether or not you have been watching the Goldman Sachs “synthetic CDOs” hearings, it has become more and more clear that the corporate governance par…

22 Apr. 2010 | Comments (0)
Political Spending Accountability Index Planned for Fall
With the corporate governance community still trying to ascertain the fallout from the Citizens United v. Federal Elections Commission Supreme Court d…

20 Apr. 2010 | Comments (0)
Goldman Sachs Suit May be Start of Derivative Reform
If you are a director on a public company that relies on the derivatives market (i.e. credit default swaps, collateralized debt obligations, synthetic…

16 Apr. 2010 | Comments (0)
Handbook, Roundtable, Webcasts Focus on Political Spending
The campaigns leading up to the federal midterm and state general elections may have a big impact on public companies as they try to make heads or tai…

13 Apr. 2010 | Comments (0)
Worth Reading … Say on Pay
Sen. Chris Dodd has added an amendment to the proposed financial regulatory reform bill that could be problematic for company boards seeking approval …

09 Apr. 2010 | Comments (0)
Some Progress Being Made on Following G-20 Compensation Standards
As U.S. financial public companies await the fate of majority voting and Say on Pay measures included in the financial regulatory reform bill in the S…

08 Apr. 2010 | Comments (0)
Busy Proxy Season Spawns Innovative Shareholder Services
In what is starting to shape up as one of the busiest and corporate governance-changing proxy seasons in some time, shareholder proposals picking up t…

05 Apr. 2010 | Comments (0)
Studies Show Total CEO Compensation Down; Stock Options Back
Overall CEO compensation may have slowed down in 2009, but the stock option (remember that) has returned in a big way for top executives. That’s what …

02 Apr. 2010 | Comments (0)
Tax Implications of the Health Care Reform Law
You may have read about some companies (AT&T, Caterpillar, AK Steel and 3M) that have announced millions in first quarter charges related to the n…

31 Mar. 2010 | Comments (0)
Beware: SEC Fishing for Repo's in Company 10-Ks
Whether or not you’ve heard about the tricky accounting technique Lehman Brothers allegedly used to mask huge losses before filing for bankruptcy prot…

26 Mar. 2010 | Comments (0)
Directors May Have to Deal With Reform this Year After All
Now that all the excitement about health care reform in has begun to dissipate in Washington, D.C., the focus is back on financial regulatory reform. …

25 Mar. 2010 | Comments (0)
Tricker-led Corporate Secretaries Group Issues 20 Ways to Fix Governance
What’s incredible about the formation of the Corporate Secretaries International Association (CSIA) isn’t so much that it brings together some of the …

23 Mar. 2010 | Comments (0)
Ethics a Priority for Boards in Post-Crisis Era
It looks like more boards and management are taking seriously the effect ethics has on corporate governance and the bottom line. I base this observati…

19 Mar. 2010 | Comments (0)
Coalition Targets Boards for Sustainability Risk Message
After years of trying to get boards to pay attention to sustainability, Ceres (Coalition for Environmentally Responsible Economics) finally has an in:…

15 Mar. 2010 | Comments (0)
Corporate Governance Parts of Financial Regulatory Reform Intact
After listening to Sen. Christopher Dodd’s financial regulatory reform bill press conference this afternoon and poring over the summary, I can say tha…

12 Mar. 2010 | Comments (0)
Say on Pay Takes Early Lead in Proxy Season Shareholder Proposal Race
Executive compensation continues to be a hot topic in the board room and among shareholders. In the beginning of the 2010 proxy season RiskMetrics rep…

08 Mar. 2010 | Comments (0)
Climate Change Among Risks Boards Have on Disclosure Radar
With the 2010 proxy season upon us, there are already signs that risk disclosure will remain high on the priority list for boards in light of new enha…

03 Mar. 2010 | Comments (0)
Worth Reading … Financial Crisis
At this point, a lot has been written about the causes of the financial crisis of 2007-2009. From the toxic mortgage-backed securities market to the l…

03 Mar. 2010 | Comments (0)
Life with Director Education Sans Accreditation
As I write this, we are in now officially in a post-accreditation era for director education. While it may not feel that much different than the past …

26 Feb. 2010 | Comments (0)
Liquidity Risk Disclosure Could be a Game-Changer
On paper, President Obama’s plan to levy a 0.15 percent financial crisis responsibility fee on the largest and most levered Wall Street firms may seem…

24 Feb. 2010 | Comments (0)
Citizens United Fallout: Disclosure Key in a Corporate Democracy
For shareholders and institutional investors, the silver lining in the controversial Citizens United v. Federal Elections Commission U.S. Supreme Cour…

18 Feb. 2010 | Comments (0)
Investors, SEC Concerned About CEO Succession Planning
As John Thain took over as chair and CEO of the embattled small business lender CIT Group recently after a lengthy vetting process following bankruptc…

12 Feb. 2010 | Comments (0)
Worth Reading … SEC Climate Change Disclosure
The SEC has put all public companies on notice that as of Feb. 8 it will look hard at 10-Ks, 8-Ks and all regulatory filings it oversees for disclosur…

11 Feb. 2010 | Comments (0)
Q&A With Nell Minow – Financial Regulatory Reform
As financial regulatory reform remains in limbo in the U.S. Senate, shareholders and corporate watchdogs are becoming more vociferous and taking more …

04 Feb. 2010 | Comments (0)
Q&A With Julie Daum – Director Composition
As companies continue to deal with the repercussions of the financial crisis, finding directors to fill the seats on many public company boards is bec…

03 Feb. 2010 | Comments (0)
What to Make of the Loss of Directors’ Education Accreditation
If you are a director or a provider of director education programs, like The Conference Board Governance Center, The Directors’ Network or the NACD’s …

27 Jan. 2010 | Comments (0)
Worth Reading … SEC Proxy Disclosure Rules
The second wave of post-financial-crisis regulations (let’s not forget the elimination of broker discretionary voting that was effective Jan. 1) comes…

25 Jan. 2010 | Comments (0)
Best to Keep Eyes Peeled on SEC Agenda
As President Obama continues to propose more stringent bank regulations in light of the financial crisis – a hefty tax on 50 of the largest banks and …

20 Jan. 2010 | Comments (0)
Q&A With Bill George: Corporate Leadership
As almost every U.S. public board continues a post-mortem on the financial crisis, many are looking for sobering answers from their own. And one direc…

12 Jan. 2010 | Comments (0)
FDIC Takes Page Out of G-20, Executive Compensation Task Force Playbooks
The FDIC’s decision Tuesday on a new insurance premium model for banks falls in line with what many are saying about executive compensation: It makes …

08 Jan. 2010 | Comments (0)
Top 10 Issues Facing Directors in 2010
As part of my required reading during the first full week of the New Year, I can’t help but notice how many Top 10 board issue lists there are. And wh…

07 Jan. 2010 | Comments (0)
The Latest on Executive Compensation Research
There have been some developments on the executive compensation research front at The Conference Board. First, we have updated our Task Force on Execu…

05 Jan. 2010 | Comments (0)
Worth Reading…IFRS
While many of my posts have focused on corporate governance reform and executive compensation, I thought it made sense in the new year to touch upon a…

21 Dec. 2009 | Comments (0)
Worth Reading … Good Corporate Governance
A recent online discussion on good corporate governance I had with members of Dan Swanson's Yahoo corporate governance discussion group I belong to go…

18 Dec. 2009 | Comments (0)
SEC Wants More Concise Disclosure That is Material
The SEC has three messages for public boards and management next proxy season when it comes to disclosing policies and practices regarding executive c…

15 Dec. 2009 | Comments (0)
Executive Compensation Reform Taking Some Baby Steps
The Obama Administration is using good old-fashioned peer pressure and more targeted disclosure to change the way executive compensation policies are …

09 Dec. 2009 | Comments (0)
Q&A With Martin Lipton and Richard Ferlauto: Short-termism
Shareholder short-termism has become the focus of Congress, regulators and corporate governance experts as everyone dissects the reasons for the finan…

07 Dec. 2009 | Comments (0)
Worth Reading … Executive Compensation
With all the buzz on executive compensation coming out of The Conference Board Governance Center Fall Corporate/Investor Summit in New York City on Fr…

03 Dec. 2009 | Comments (0)
Congressional Testimony: Do Financial Reform Now, Focus on Derivatives Markets
While the White House, the House, the Senate and a bevy of U.S. regulators are considering all kinds of financial reform proposals, there are two cons…

02 Dec. 2009 | Comments (0)
Q&A With Charles Elson: Top Corporate Governance Issues for 2010
Heading into the first full post-financial crisis proxy season that will most likely include a bevy of new corporate governance regulations, [capti…

23 Nov. 2009 | Comments (0)
Worth Reading … Risk Management
Companies, big and small, are seeking out risk management guidance in the aftermath of the financial crisis as many worry about how to handle such a p…

20 Nov. 2009 | Comments (0)
Bureaucratic Roadblocks Holding Up Guidance on Fair Value, Financial Instrument Standards
Those of you who attended the Financial Executive International’s 28th annual Conference on Current Financial Reporting Issues (CFRI) in New York City…

17 Nov. 2009 | Comments (0)
Clearing Houses Key to Cleaning Up Derivatives Market
Now that the debate over healthcare reform is at a lull, some focus is finally being placed on one of the causes of the financial crisis: the derivati…

13 Nov. 2009 | Comments (0)
Executive Compensation Task Force Job Not Done Yet
When The Conference Board Task Force on Executive Compensation first met back in March, Co-Chair Robert Denham said task force members agreed there ar…

10 Nov. 2009 | Comments (0)
Worth Reading…Separation of CEO and Chair
The issue of whether or not to separate the roles of CEO and Chair has certainly stirred lots of conversation in board rooms across the United States,…

05 Nov. 2009 | Comments (0)
TARP or Not, New Generation of Clawbacks Are Here to Stay
Thanks to actions taken by the G-20 at its Pittsburgh Summit in September and the U.S. Treasury’s special pay master last month, the term “clawback” w…

02 Nov. 2009 | Comments (0)
Nasdaq ‘Best Practices’ Proposal May Be Move Toward ‘Comply or Explain’
A combination of new regulations, market listing standards and best practices from a myriad of organizations will make for a patchwork corporate gover…

29 Oct. 2009 | Comments (0)
Executive Compensation Reform is Really a Matter of Trust
All the talk about reining in executive compensation at our country’s public companies isn’t so much about corporate governance reform as it is about …

23 Oct. 2009 | Comments (0)
Update: Feinberg Executive Compensation Report Details
In all the excitement yesterday regarding Treasury Pay Master Kenneth Feinberg’s announcement about the compensation packages at seven of the largest …

22 Oct. 2009 | Comments (0)
With Executive Compensation Pay Cuts, What’s Next? Say on Pay
Now that the shock of Special Pay Master Kenneth Feinberg’s decision (Reuters, Oct. 22) to cut the pay of 175 executives at companies receiving the mo…

22 Oct. 2009 | Comments (0)
Executive Compensation Principles (G-20 v. The Conference Board)
Executive Compensation Principles G-20 Summit Financial Stability Board Principles for Sound Compensation Practices (Released Sept…

20 Oct. 2009 | Comments (0)
Directors Get It: Shareholders Want Independent Board Chair
Like it or not, the wave of corporate governance reform is coming to the U.S. boardrooms quicker than some might like either in the form of successful…

15 Oct. 2009 | Comments (0)
Directors May Want to Look at That CEO Succession Plan
As investors continue to take aim at public companies and the federal government is ready to ratchet up regulation in the aftermath of the financial c…

13 Oct. 2009 | Comments (0)
Directors, GCs Take Note of New SEC Five-Year Strategic Plan
Directors, general counsel, C-level executives and others involved in corporate governance may want to take note of the SEC’s draft Strategic Plan for…

09 Oct. 2009 | Comments (0)
Institutional Investment Report Finds Investors Want Better Risk Management
The big news coming out of Tuesday’s release of The Conference Board Governance Center’s 2009 Institutional Investment Report: Trends in Asset Allocat…

07 Oct. 2009 | Comments (0)
Reform Deferred at SEC…For Now
The “new” SEC under Chairman Mary Schapiro is certainly being extra careful about instituting meaningful investor reform measures following the financ…

02 Oct. 2009 | Comments (0)
Directors Want Principles, Not More Regulations
As most of corporate America awaits new executive compensation regulations in the aftermath of the financial crisis, a group of about 100 independent …

28 Sep. 2009 | Comments (0)
Note to Directors: Risk Management Not Optional
It may have taken a financial crisis the likes of which we have not seen since the Great Depression and the election of a liberal president to get the…

22 Sep. 2009 | Comments (0)
Executive Compensation on Everyone’s Mind
Whether it’s the offices of the Federal Reserve or the SEC or even at this week’s G-20 Summit in Pittsburgh, there is one issue gaining traction as co…

18 Sep. 2009 | Comments (0)
A New Voice in Corporate Governance
With this post, The Conference Board Governance Center is launching the Governance Center Blog, which will provide real-time analysis of breaking topi…

10 Aug. 2009 | Comments (0)
Meetings and courses
The Corporate Governance Center will host many events during the 2009-2010 fiscal year. To see a full calendar of events for the center, click here.…

10 Aug. 2009 | Comments (0)
Research Reports
From the biennial Corporate Governance Handbook to its annual report on institutional investors, the Governance Center publishes many research reports…

10 Aug. 2009 | Comments (0)
Executive Action Reports
A series of timely articles that offer best practices and advice to board members and other corporate governance participants on urgent governance iss…

10 Aug. 2009 | Comments (0)
Governance Center
The Conference Board Governance Center brings together a distinguished group of senior corporate executives from leading world-class companies and in…