Boards and the Weakest Link in Third-Party Information Security Risk Management
January 19 | Kazunori Yozawa, CTO, NTT Security | Bob Zukis, Advisor, Fusion LA, Senior Fellow, Governance Center | Comments (0)
In a business environment where the weakest link in an ecosystem can jeopardize the entire community, effectively governing and managing third party risk takes on greater importance.
Should New CEOs Still Get to Pick Their Own Boards? GE says Yes.
January 04 | Ralph Ward, Publisher, Boardroom INSIDER | Comments (0)
The chief executive being free to “pick his own board” was long a common, accepted prerogative of boardroom politics. Today, though, it would seem to fly in the face of every current precept of how good corporate governance should function.
On Governance: Disclosure Advice for Impact of 162(m) Tax Reform
December 19 | Arthur H. Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP | Comments (0)
Many companies rely on the qualified performance-based compensation exception and therefore comply with the relevant technical criteria under Section 162(m), including the requirement that the material terms under which the compensation is to be paid, including the performance goals, are disclosed to and approved by shareholders.
On Governance: A “3-D” Look at the Impact of the Tax Cuts Bill on Performance-Based Compensation: Deductions, Design and Disclosure
December 19 | James D. C. Barrall, Senior Fellow in Residence, Lowell Milken Institute for Business Law and Policy, UCLA School of Law | Comments (0)
For executive compensation, if enacted the tax reform bill would substantially impact the deductibility of “qualified performance-based compensation” paid by public companies for taxable years beginning after 2017 by amending Section 162(m) of the Internal Revenue Code (Section 162(m)).
On Governance: The First Critique of the ‘Framework for U.S. Stewardship and Governance’
December 14 | Bernard Sharfman, Associate Fellow, R Street Institute | Comments (0)
In my Internet searching, I have yet to find any criticism of the principles laid out in the Framework. However, if one looks closely at this Framework, one sees a glaring omission, the lack of any reference to wealth maximization as the objective of investor stewardship.
On Governance: Should boards and CEOs care about COSO ERM 2017?
December 06 | Tim Leech, Managing Director, Global Services, Risk Oversight Inc. | Comments (0)
The new Committee of Sponsoring Organizations of the Treadway Commission (COSO) guidance Enterprise Risk Management: Integrating with Strategy and Performance issued in the summer of 2017 is an example of a new development boards and CEOs globally should consider a top candidate for their limited time and attention.
On Governance: Getting along with BlackRock
November 27 | John C. Wilcox, Chairman, Morrow Sodali Global LLC | Comments (0)
Two of BlackRock’s key decision-makers: Michelle Edkins, managing director, global head of Investment Stewardship; and Zach Oleksiuk, head of Americas, Investment Stewardship; talk about the significance of a company having BlackRock as its largest shareholder.
On Governance: CEO Pay Ratio Planning: 10 Consensuses from Thought Leading Companies
November 14 | James D. C. Barrall, Senior Fellow in Residence, Lowell Milken Institute for Business Law and Policy, UCLA School of Law | Comments (0)
Based on conversations with about 20 thought-leading companies, here are 10 consensuses on how leading companies are planning to comply with the new CEO pay ratio rules in 2018.
On Governance: Q&A with Walden Asset Management’s Tim Smith
October 30 | Nell Minow, Vice Chair, ValueEdge Advisors | Comments (0)
Nell Minow, vice chair at ValueEdge Advisors, speaks with Tim Smith of Walden Asset Management about the importance of Vanguard's progress regarding its voting record on such shareholder proposals as board diversity, cybersecurity, and climate change.