July 11 | Deborah Midanek Bailey, Founder and President, Solon Group Inc. | Comments (0)
In this piece, corporate culture is defined as an intangible asset driving company value. A culture of trust and support is found to be the best way to foster success in the workplace. To create this environment, boards and executives must focus on engagement, financial success, recruiting, and retention.
Dual Class Share Voting versus the “Empty Voting” of Mutual Fund Advisors’
July 02 | Bernard Sharfman, Associate Fellow, R Street Institute | Comments (0)
Why voting in dual class shares is a value maximizing result, but empty voting has become a systemic risk. Mutual fund advisors have a lack of economic interest, despite having the voting rights to the associated securities.
Why and How Companies Should Now Review Their Director Compensation Plans
June 27 | James D. C. Barrall, Senior Fellow in Residence, Lowell Milken Institute for Business Law and Policy, UCLA School of Law | Comments (0)
Recent settlements in two cases appear to have been heavily influenced by the Investors Bancorp decision in ways that do not bode well for directors who determine their own compensation under shareholder-approved plans that do not limit their discretion to amounts that would not make it worthwhile for the plaintiffs’ lawyers to sue, or could be protected by the business judgment rule.
Corporate Political Spending Initiative launched by Center for Political Accountability
June 25 | Governance Center | Comments (0)
Center for Political Accountability launched a new campaign on June 22 discussing corporate political spending. The report advises companies on maintaining public image and brand through political expenditures. The Conference Board’s Committee on Corporate Political Spending has more information on the topic, including three published reports.
Boards, CEOs and CFOs Need to Demand a Lot More from Internal Audit and Risk Groups
June 20 | Tim Leech, Managing Director, Global Services, Risk Oversight Inc. | Comments (0)
Boards, CEOs, and CFOs need to dramatically raise the bar, demanding better risk and internal audit processes and better metrics to measure the real value-add from internal audit and risk spending. A new approach to assurance, “Strategy and Value Oversight” and specific end result metrics are proposed, metrics capable of helping companies create and preserve long-term value and meet escalating expectations of powerful institutional investors, regulators, and others.
Balancing Directors’ Hindsight, Insight, and Foresight for Rebuilding a Board
June 11 | Patrick Dailey, Co-founder, BoardQuest | Comments (0)
(This is the second part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) There are three facets of vision capability: Focus: Does a candidate or sitting director tend toward hindsight, insight or foresight? Range: Is a director able to contribute in each of the three areas? Proficiency: Where does a director demonstrate mastery [or notable weakness]?
Balancing Directors’ Hindsight, Insight, and Foresight for Board Composition and Effectiveness
May 22 | Patrick Dailey, Co-founder, BoardQuest | Comments (0)
(This is part of a two-part series on the philosophy of filling boards with competent directors, making them more effective, and rebuilding them when necessary.) Most every chair we engage acknowledges that board composition is the foundation for competitive advantage; in their belief, the mix has to be right or nothing much good can happen.
Caremark Decision and Reputational Risk Through #MeToo Glasses
May 15 | Arthur H. Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP | Elizabeth Bieber, Associate, Cleary Gottlieb Steen & Hamilton | Vanessa Richardson, Associate, Cleary Gottlieb Steen & Hamilton | Comments (0)
Public and private businesses today face many decisions that do not arise from, and have consequences far beyond, solely financial performance. Rather, these decisions are primarily driven by, and implicate, important social, cultural and political concerns. They include harassment, pay equity and other issues raised by the #MeToo movement.