On Governance: From Across the Atlantic, Guidance for the SEC’s Oversight of Proxy Advisors
June 24 | Bernard Sharfman, Associate Fellow, R Street Institute | Comments (0)
As the United States’ SEC considers regulation of proxy advisors, it could learn from the United Kingdom’s new proxy advisor regulations that are meant to enhance the precision of proxy advisor recommendations.
On Governance: Goldilocks and the Three Sets of Minutes
June 12 | Robert Lamm, Shareholder, Gunster Law Firm, Senior Fellow, ESG Center | Comments (0)
Failing to have good meeting minutes can have serious adverse consequences. Aside from the potential liability and reputational damage associated with a failure to fulfill fiduciary obligations, transactions can be voided, and so on.
On Governance: More Bad News for Boards from the Director Compensation Litigation Front
June 04 | James D. C. Barrall, Senior Fellow in Residence, Lowell Milken Institute for Business Law and Policy, UCLA School of Law, Senior Fellow, ESG Center | Comments (0)
A Delaware court rejection of Goldman Sachs defendants’ motion to dismiss an excessive compensation claim by a shareholder serves as one more reminder that thoughtful companies should review and consider restructuring their director compensation plans.
On Governance: Political Spending, Climate Change, Board Diversity Hot this Year
May 28 | Gary Larkin, Research Associate, Corporate Leadership, The Conference Board | Comments (0)
So far this proxy season, the Environmental, Social and Governance (ESG) issues of corporate political spending disclosure, climate change-related reports, and board diversity have taken center stage.
CEO Succession Planning: 7 Ways to Blow the Drill
May 22 | John Beeson, Senior Fellow, Human Capital, The Conference Board | Comments (0)
Why is it that so many companies are ill prepared for the departure of the incumbent CEO, especially if that’s the result of poor performance, ethical issues, death or incapacitation? This article describes seven typical miscues in CEO succession planning, along with suggestions for how improved practices can lead to the preferred outcome: selection of a new CEO who is equipped to address the company’s critical challenges and opportunities and who enjoys the support of the Board.
On Governance: It’s Time Boards Ask Some Tough Questions About Risk Management Effectiveness
May 21 | Tim Leech, Managing Director, Global Services, Risk Oversight Inc. | Comments (0)
Good practice risk oversight due diligence guidance clearly says boards should ask about the effectiveness of risk management processes. Evidence suggests many boards have not been. Why not?
Latest Research from the ESG Center
May 14 | ESG Center | Comments (0)
During the last month, The Conference Board ESG Center released five pieces of research that cover corporate board practices among Russell 3000 and S&P 500 companies, business media perspectives on the director’s job description, the idea of extending ethical business principles to digitalization, how ESG raters miss rating governance and how standardized social outcomes can measure the impact of societal investments.
On Governance: Beware Directors, Your Seat May not be Safe
May 07 | Gary Larkin, Research Associate, Corporate Leadership, The Conference Board | Comments (0)
One year after activist shareholders won 65 board seats in a record-breaking first quarter on the way to 160 for all of 2018, corporate directors continue to lose seats at a pretty good clip in 2019. And institutional investors are leading the way.
Q&A with Ralph Ward: Boardroom INSIDER Publisher’s Perspectives on the Job Description of a Corporate Director
May 01 | Ralph Ward, Publisher, Boardroom INSIDER | Gary Larkin, Research Associate, Corporate Leadership, The Conference Board | Comments (0)
This Q&A with Ralph Ward discusses the job of the corporate director from his perspective as a business media and corporate governance executive. He gives his views on such topics as who owns tone at the top and directors’ ideal characteristics.