Appointments Archive

Feb 01, 2009
For years, officials of public companies have toyed with electronic reports, 10Ks and proxies in an effort to cut costs, speed delivery and, increasingly, cloak their operations in a ‘green’ mantle. There were the request-no-paper efforts of the 1990s, and, more recently, the upon-request paper version attempts. But no matter where the default position lay, the retail shareholders – who account for the emperor’s share of mailboxes – have remained stubborn...
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Feb 01, 2009
One of the two rising stars identified by our judges in the first Corporate Secretary Magazine Awards is an ombudsman. She is Laura Lonsdale, a lawyer by training who rose through several audit and governance positions at Tyco International before taking on her current role. Our panelists tapped her together with Douglas Chia, senior counsel and assistant corporate secretary of Johnson & Johnson, whom we profiled in January, as best newcomers in a governance or complia...
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Jan 01, 2009
Ira Millstein, respected pedagogue, consummate attorney and revered thought leader, was picked by his peers to win the ‘Lifetime achievement award in corporate governance’ sponsored by Georgeson. A senior partner at Weil, Gotshal & Manges, he is widely praised for being a trailblazer in the corporate governance realm. An advocate for improving corporate governance through dialogue and consensus-building, he helped launch Yale’s corporate governance center (rename...
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Jan 01, 2009
When the board of directors of UnitedHealth Group decided to expand by five new members in less than three years, the company did something cutting edge: it compiled a handbook; a large handbook. Everything the new directors needed to know about UnitedHealth’s myriad business activities and board policies was contained between leather covers of the 2.5-inch thick book. There are key SEC filings, UnitedHealth bylaws, biographies and contact information for a...
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Jan 01, 2009
As shareholders become increasingly vocal about executive pay, General Electric Company (GE) has been earning high marks – and a Corporate Secretary Magazine Award – for ‘Most effective compensation disclosure’. Clear and straightforward communications are helping to set GE apart. ‘As I track companies who try to do a good job of disclosing compensation both for executives and directors, I often point to GE as the model in terms of the clarity with which t...
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Jan 01, 2009
Judges in the inaugural Corporate Secretary Magazine Awards set out to identify the best newcomer to a governance or compliance role. There were many outstanding candidates, and the ultimate decision was a difficult one, leading the panel to choose joint winners — Douglas Chia, senior counsel and assistant corporate secretary at Johnson & Johnson, and Laura Lonsdale, ombudsman at Tyco International. Honorable mentions for the award sponsored by TMF went to CA...
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Mar 01, 2008
Amid the chaos of the Delphi Corporation bankruptcy, there has been an intriguing development of interest to anyone involved in setting or critiquing executive pay. Following a hearing, federal bankruptcy Judge Robert Drain of New York’s Southern District agreed to approve Delphi’s bankruptcy exit plan only if the company significantly slashed executive incentives from $87 million to $16.5 million. It was a rare example of a court cutting executive pay in a Chapt...
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Feb 01, 2008
Of all the various correctives to excessive executive compensation available to companies, clawbacks may be one of the least controversial. Even so, many corporate secretaries and boards fail to truly understand the issues surrounding them and their use. ‘Clawbacks’, the increasingly popular term for companies’ recovering unearned pay, typically occur when an executive has received an award based on stated performance, which later turns out to have been ...
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Jan 01, 2008
As both economic and political spotlights shine across the corporate landscape in this highly charged election year, the 2008 proxy season is likely to see a renewed, stronger focus on the compensation of top executives. And helping to crystallize the topic is the so-called ‘say on pay’ proposal, which has increasingly garnered shareholder support. Shareholder proposals on the topic received in excess of 40 percent support at some two dozen annual meetings during...
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Jan 01, 2008
Companies have seen some revolutionary times in the last few years. With corporate scandals, extended governance regulation and recent financial upheaval, business as usual is no longer possible, let alone acceptable. As corporations have had to change, one of the positions most affected has been that of the corporate secretary. At first glance, the 2007 report on corporate secretary compensation by the Society of Corporate Secretaries and Governance Professionals w...
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