The Shareholder Services Association (SSA) held its annual conference in Chicago on July 19-22, commemorating 70 years as a trusted...Read more
Latest articles
The Canadian Society of Corporate Secretaries opened a new era last week at its 16 th annual conference in Whistler, British Columbia...Read more
It became clear to Steven Shapiro early on, even before he left his brief stint at a multinational bank on Wall Street to attend law...Read more
The Canadian Society of Corporate Secretaries is holding its 18 th annual corporate governance conference at the Fairmont Chateau...Read more
November 2016
The Shareholder Services Association (SSA) held its annual conference in Chicago on July 19-22, commemorating 70 years as a trusted...Read more
August 2016
The Canadian Society of Corporate Secretaries is holding its 18 th annual corporate governance conference at the Fairmont Chateau...Read more
It became clear to Steven Shapiro early on, even before he left his brief stint at a multinational bank on Wall Street to attend law...Read more
The Canadian Society of Corporate Secretaries opened a new era last week at its 16 th annual conference in Whistler, British Columbia...Read more
July 2016
Pension funds and other major institutional investors are fighting proposed legislation that they fear may severely restrict the...Read more
To ensure their independence, every board should meet regularly without the CEO present and engage directly with executives below the...Read more
Donna Anderson considers herself lucky to have a career focused on analyzing the financial disclosures and governance practices of the...Read more
Get ready for much more strict regulatory oversight of the use of non-GAAP (GenerallyAccepted Accounting Principles) in quarterly...Read more
The Shareholder Services Association (SSA) is celebrating its 70th anniversary at its annual conference on July 19-22 at the Fairmont...Read more
June 2016
It will be interesting to see if anything comes of the spotlight that the Viacom media circus is shining on potential problems with...Read more
Even as governments around the world ramp up their coordination efforts with each other and their enforcement actions to combat...Read more
Last week, the SEC announced its second-largest whistleblower award in the five years the program has existed. A former employee of an...Read more
The cease-and-desist order and $1 million penalty the SEC imposed on Morgan Stanley Smith Barney (MSSB) last week for inadequate...Read more
From Carol Strickland’s perspective, ‘the corporate secretary sits in a catbird’s seat,’ with an opportunity to have his or her finger...Read more
Growing recognition of the need for a broader range of perspectives toward how boards address governance issues is helping to advance...Read more
To celebrate its 70th anniversary, the Society of Corporate Secretaries and Governance Professionals is returning to the Broadmoor...Read more
May 2016
For all the sports analogies business leaders continually invoke to motivate their employees, from building team spirit to going for...Read more
The poison pill that Tribune Publishing’s board adopted over the weekend in response to Gannett’s hostile takeover bid shouldn’t...Read more
Cindy Fornelli remembers when any mention of compliance – as corporate governance was known several years before Sarbanes-Oxley –...Read more
Are board self-evaluations helping to improve board composition? As many of you know, there’s a growing disconnect between director...Read more
It no longer seems peculiar that auto makers like Daimler should be buying mobility app start-ups like RideScout. It’s been eight...Read more
The discipline of running your organization more efficiently based on prioritizing the interests of key stakeholders is one of the...Read more
Even as leaders at many publicly listed companies are trying to wrap their heads around the best ways to approach sustainability...Read more
Should Halliburton shareholders have to swallow a $3.5 billion breakup fee that the oilfield services company has to pay Baker Hughes...Read more
April 2016
Although the SEC’s pay ratio disclosure rule doesn’t go into effect until fiscal years beginning January 1, 2017, some companies have...Read more
Last week, the SEC approved the concept release for Regulation S-K , which sets guidelines and requirements for companies’ financial...Read more
It’s unusual to see a start-up get mired in a mess as high profile as Theranos has, but other fledgling firms may well appreciate the...Read more
Volkswagen’s preliminary settlement with the Environmental Protection Agency (EPA) today leaves unanswered questions about efforts the...Read more
The latest round of guidance from the US Treasury Department intended to put the kibosh on tax inversions has done just that. On...Read more
Rising concerns about activist investor campaigns and other risks are motivating directors to reconsider the kind of talent needed on...Read more
This week’s news that prosecutors globally – including the US Department of Justice (DOJ) – have initiated probes into the Panama...Read more
News this week of board churn at two companies – Yahoo and Tribune Publishing -- is raising some interesting questions about how much...Read more
There are few cultures where losing face is as personally devastating as in Japan. The abrupt resignation on April 7 of Toshifumi...Read more
Everybody loves to see a protagonist wage an uphill battle against difficult, if not near-impossible, odds, to emerge victorious on...Read more
Charles Elson, director of the University of Delaware’s John L Weinberg Center for Corporate Governance, has combed through a lot of...Read more
March 2016
Graybar has been commended for its long-standing commitment to governance practices that are expected at public companies, including...Read more
If discrediting activist investors is something most corporate boards continue to seek, they got the best present they could have...Read more
Investor pressure on companies to consider pressing concerns about environmental, social and governance issues is expected to continue...Read more
When it comes to uses of cash, investors are slightly schizophrenic about whether they prefer their portfolio companies to invest in...Read more
Marsh & McLennan Companies (MMC) was recognized for its year-round use of technology, which is imbedded in how it does business...Read more
With proxy season in full swing, Corporate Secretary is launching a new series of articles that will focus on a particular category or...Read more
The judges liked Westpac’s efforts in maintaining an intranet site to better serve internal stakeholders and its project that enables...Read more
With activist hedge fund Starboard Value’s announcing last week its intention to replace all nine members of Yahoo’s board, the stakes...Read more
The Society for Corporate Compliance & Ethics (SCCE) held its 14th annual Compliance & Ethics Institute (CEI) in Las Vegas on...Read more
There’s a growing consensus that encouraging a speak-up culture within a company is a core requirement for a robust ethics and...Read more
In its ongoing effort to keep up with investors’ requests for more efficient ways to consume data, General Electric issued its first...Read more
Two years ago Alvin Huntspon was a newcomer to corporate governance. In 2013 Loretta Cecil recruited him as her right hand in the...Read more
Nasdaq announced today that it will acquire board portal provider Boardvantage for $200 million in a deal expected to close in the...Read more
February 2016
Amid ongoing M&A activity, including the sale of GE Capital, and greater regulatory demands from the US Federal Reserve, General...Read more
When regulations that have long been used to protect companies from threats like patent infringement fail to keep pace with...Read more
This year’s award for best CSR disclosure went to CVS Health for ‘walking the talk’ in its decision – taken in 2014 – to stop selling...Read more
There are lots of moving pieces in the corporate governance arena lately to keep companies and their boards on high alert. Arguably,...Read more
Microsoft was recognized at Corporate Secretary 's 8th annual Corporate Governance Awards for giving investors varied channels through...Read more
The Allstate Corporation was honored for its proxy statement for the comprehensive disclosure of its director qualifications and...Read more
Johnson Controls’ recent news of plans to merge with Tyco International puts the automotive batteries and internal systems...Read more
Splunk’s proxy statement shows a level of governance maturity rarely seen in such a young company; launched in 2003, the firm went...Read more
Lockheed Martin is the 2015 winner of the award for best compliance and ethics program (large cap) for the supplier code of ethics it...Read more
Cynthia Nastanski, senior vice president for corporate law and deputy corporate secretary, has been instrumental in shaping PepsiCo’s...Read more
If it wasn’t already clear how deadly serious the SEC is about increasing its enforcement actions, the $700,000 award to an outside...Read more
AMN Healthcare’s ethics and compliance program was honored for the way it has ensured that a focus on ethics permeates the...Read more
When ING Group’s US subsidiary was spun off in 2013 to become Voya Financial, the newly independent company had already made a...Read more
Business leaders have for many years been focused on outside threats, but recent revelations about high-profile insiders have helped...Read more
More than one in three US organizations report having been the victim of economic crime and cybercrime has risen to become the second...Read more
Peggy Foran, chief governance officer, vice president and corporate secretary at Prudential, is a legend in corporate governance. She’...Read more
When Xerox announced on January 29 its plan to split into two independent companies, you could envision activist hedge funds carving...Read more
January 2016
Despite the passage of time between the Victorian era and our own, Charles Dickens’ cautionary tale, A Christmas Carol , continues to...Read more
As companies prepare for the upcoming proxy season, there is little that triggers anxiety like anticipation of the voting...Read more
In the wake of widespread government commitments at the Paris climate talks to reduce carbon emissions in the years ahead, socially...Read more
US firms knew in October that doing business in Europe was going to get tougher when the European Court of Justice (ECJ) invalidated...Read more
It’s an unfortunate sign of the times that a new year often brings more trepidation about an unknown future than excitement about new...Read more
AMN Healthcare’s team was recognized as the governance team of the year in 2015 because the judges liked the fact that ethics is...Read more
December 2015
Tis the season – for corporate issuers to engage with their shareholders at a comfortable distance from the crush of proxy season,...Read more
I have written previously about a brighter spotlight being shone on board members and the higher level of accountability to which they...Read more
The debate over how to combat the tendency toward short-term thinking by companies and investors holds no promise of being resolved...Read more
With investors clamoring for more influence on board composition and other governance matters, the focus of the 2015 Governance Forum...Read more
One of my favorite films, which I try to watch every December, is a comedy-drama directed by Billy Wilder called The Apartment . It...Read more
November 2015
On November 4, the stars of governance, compliance and risk management gathered in New York for Corporate Secretary ’s eighth annual...Read more
The run-up to the UN’s 21st Conference of the Parties on climate change, to be held in the Paris suburbs later this month, keeps...Read more
As the US prepares to commemorate Thanksgiving, I’m offering a couple of bite-sized governance items this week, as a reminder that you...Read more
In what’s becoming a sort of Halloween tradition, I checked in last week with cyber ghostbuster Stu Sjouwerman for an update on the...Read more
In the first days of his papacy, Pope Francis declared: 'How I would like to see a church that is poor and is for the poor' —...Read more
A week after state and local elections were held across the US and as campaigns aiming toward national elections next November start...Read more
Early last year, when Facebook announced plans to acquire messaging app WhatsApp, the Federal Trade Commission’s (FTC) consumer...Read more
Taking on the mantle of George Orwell, Peggy Foran has been advocating for the use of plain English in corporate disclosures for...Read more
October 2015
Unsurprisingly, PwC’s newly released 2015 Annual Corporate Directors Survey shows more than a quarter of the nearly 800 directors of...Read more
Board accountability is a buzz term in recent governance discussions, fueling greater attention to such things as director evaluations...Read more
Some companies are way ahead of the US Chamber of Commerce and other trade organizations purporting to represent their interests, at...Read more
Last Wedneday, Setember 30, was National Preparedness Day, the culmination of National Preparedness Month, the purpose of which is to...Read more
There would appear to be limits to how effective shareholder engagement can be, judging by the unexpected news from DuPont on October...Read more
September 2015
A feature in the August 24 issue of New York about three potential candidates to be the next publisher of the New York Times got me...Read more
Auditing third-party service providers for anti-bribery and corruption compliance is the most challenging anti-corruption issue faced...Read more
A strict missive from the US Department of Justice (DoJ) regarding tougher targeting of individual executives for criminal misconduct...Read more
Volkswagen’s stunning admission this week that it used special software in its emissions devices to deceive US regulators about its...Read more
Some large US companies still seem to disdain the idea of shareholder engagement. That’s the obvious conclusion to draw from Bank of...Read more
August 2015
I’m a bit late to the topic, but Google’s transformation two weeks ago into a holding company called Alphabet has engendered some...Read more
The Canadian Society of Corporate Secretaries has been trying to draw much more attention, through its educational programs, to the...Read more
In the 2016 proxy season it will be interesting to see the extent to which incumbent directors will face challengers when standing for...Read more
Nearly two years after first proposing one of the most controversial rules mandated by the Dodd-Frank Act, the SEC adopted the final...Read more
There’s nothing like a cautionary tale from the dark side to set a room full of governance professionals on the edge of their seats...Read more
July 2015
One of the Corporate Governance Awards bestowed by Corporate Secretary each year is for best CSR disclosure. In the minds of a growing...Read more
Toshiba's tragic fall from grace is a cautionary tale of which all public companies should take note. It also serves as the latest...Read more
For all the lip service being paid recently to ethics and compliance at US companies, the top concerns for E&C professionals...Read more
Rather than simply waiting for proposed SEC rules regarding executive compensation to be finalized, companies should be using this...Read more
With the peak traffic period of the 2015 proxy season nearly over, the transparency of corporate disclosure is still on many investors...Read more
School is out for the summer and Mary Jo White has asked that issuers and investors play nicely and figure out how to resolve some key...Read more
As you are probably aware, the SEC hit a milestone on July 1, completing its proposed rule-making on all executive compensation-...Read more
June 2015
Knowing how integral compliance is to the jobs of most of our readers, to suggest that governance professionals aim more at creating a...Read more
New data released this morning by LRN, which provides ethics and compliance advisory services and education to more than 500 companies...Read more
In one of the final episodes of Mad Men , Joan Harris gets some invaluable advice that helps her navigate an uncomfortable situation...Read more
Corporate governance used to be a term that was used very loosely when it came to private companies but private companies are...Read more
Today is the deadline for companies to submit their second annual report on the presence of conflict minerals in their supply chains...Read more
As business risks multiply and the pace of regulatory change accelerates, making more companies susceptible to compliance failures, it...Read more
Information technology and cyber-security continue to be the leading concern for both directors and general counsel, according to the...Read more
Is data security on the verge of becoming a whole lot tougher for companies? It seems likely based on some of the points that became...Read more
When you see Mary Jo White give her keynote address at the Society of Corporate Secretaries and Governance Professionals’ conference...Read more
May 2015
The SEC’s newly proposed rules for disclosure of pay for performance, which the Commission discussed in an open meeting on April 29,...Read more
In the thick of proxy season, with uncertainty looming about various matters, including support for say-on-pay plans, getting...Read more
In my May 6 e-newsletter, I provided a bit of context for the new category we’ve created for this year’s Corporate Governance Awards,...Read more
With the heaviest part of the 2015 proxy season starting to wind down, it’s worth taking a look at a couple of recent events that have...Read more
There is growing recognition by companies that disclosure and accountability are part of risk management – and given the potential...Read more
April 2015
Investor interest in non-financial reporting continues to grow, as evidenced by the growth of shareholder proposals filed this proxy...Read more
Proxy access is clearly the shareholder proposal issue that is garnering the most attention this year, according to the fourth and...Read more
Move over, Janet Yellen. It's no longer just the oracular policy pronouncements by the Fed chief that anxious investors are parsing...Read more
June 2014 may prove to be a watershed period for how companies think about protecting their intellectual property assets. On June 12...Read more
Cross border issues such as identifying who your overseas investors are and communicating with them where they are is one of most...Read more
In its first edition of ProxyPulse for 2015, Broadridge Financial Services and PwC summarize the 2014 mini-season, which spans July...Read more
From due diligence processes to willingness to exit difficult markets, corporate compliance and ethics programs appear to be getting...Read more
When George Orwell famously said ‘the great enemy of clear language is insincerity’, he wasn’t referring specifically to proxy...Read more
March 2015
In mid-March, Canadian securities regulators are expected to release a draft proposal to address concerns that current rules for...Read more
Calling an executive search firm out when it fails to deliver a broad enough selection of candidates for a position on the board was...Read more
In cautionary articles about toughening FCPA enforcement by the Department of Justice and the SEC, a lot of attention has been paid to...Read more
As we enter the thick of proxy season, it’s worth revisiting the structural bias against shareholder-sponsored proposals in most...Read more
General Electric has begun to revolutionize its 10-K filing much like it has overhauled its proxy statements over the last few years...Read more
State-of-the-art reporting on CSR and the next steps in shareholder engagement were the focus of Corporate Secretary’s second annual...Read more
The debate over board accountability is gaining ground with a noteworthy increase in the number of companies that have unilaterally...Read more
February 2015
In Rules and enforcement trends in compliance for 2015 , an article in Corporate Secretary ’s Winter issue (see page 18), a partner at...Read more
Two weeks ago, I attended a cyber-attack simulation exercise presented by PwC, which has turned to ‘gamification’ in its consulting...Read more
Throughout the 1990s, clothing manufacturers such as Nike were synonymous with slave wages and unsafe factory conditions in developing...Read more
Public companies in the US have embraced the idea of ongoing engagement with their major shareholders only since the advent of say-on-...Read more
Companies whose operations have an impact on local communities are increasingly extending their stakeholder engagement efforts by...Read more
Companies are still falling short when it comes to explaining the rationale for their executive pay programs, according to the results...Read more
The Thirty Percent Coalition is making another big push to expand the number of women serving on the boards of the largest US...Read more
January 2015
What a difference a week makes. Since my newsletter of January 7 on worries regarding proxy access , and amid heightened public debate...Read more
Like most of us at this time of year, I’m inclined to take stock and review the highs and lows, the shining triumphs as well as the...Read more
Corporate America – and at least one of its regulators – is running scared amid mounting challenges to entrenched boards of directors...Read more
The design of public disclosures about executive compensation plans is surely among the
corporate secretary and governance team’s...Read more
In late October ISS announced its adoption of a ‘scorecard’ approach to evaluating equity plans in the US, among other benchmark...Read more
Corporate Secretary spoke with Jack Zwingli, CEO of Incentive Lab, the day after the data and analytics firm was acquired by ISS in...Read more
M&A activity is expected to continue at a sustained, if not accelerated, pace in 2015 and 2016, according to Deloitte’s 2014 M...Read more
December 2014
Earlier this year, Corporate Secretary published a story on the expanded internal audit function that reported how several companies...Read more
On December 22,, the US Justice Department announced that French power and transportation company Alstom has agreed to pay $772...Read more
These days there is a greater discussion in boardrooms about more closely tying all sorts of things – from risk management to CSR...Read more
The National Association of Corporate Directors honored five high-achieving board members at its 2014 Directorship 100 awards gala...Read more
Given the greater risk of investigation of whistleblower claims for companies around the world and increased co-operation between...Read more
When the board of French pharmaceuticals maker Sanofi fired six-year CEO Chris Viehbacher at a special meeting on October 29 and...Read more
November 2014
A more dynamic world in which companies are exploring new markets and where business risks and opportunities are constantly changing...Read more
Corporate Secretary is now putting the finishing touches to its December special report about executive compensation, so my head is...Read more
Last week was International Fraud Awareness Week (November 16-22), which reminded companies of how critical it is that they assess...Read more
It makes a whole lot of sense that companies’ sustainability disclosures are being subjected to increasing scrutiny by regulators,...Read more
With US companies making scant progress on board diversity, there is fresh inspiration to be found across the pond. Earlier this week...Read more
October 2014
The majority of business leaders in the financial services industry are now eager for their chief operating officers to play a leading...Read more
There has been a lot of research in recent years showing that a specific form of shareholder activism known as hedge fund activism has...Read more
Corporate Secretary recently spoke with Robyn Farmer, chief ethics and compliance officer at Newell Rubbermaid, about some of the...Read more
This past May, Neiman Marcus Group added three new directors with technology experience to its board . The appointments, which were...Read more
With Halloween less than two weeks away, forget haunted houses, Walking Dead parties and masks that drip ‘blood’. Ransomware that can...Read more
Amid growing satisfaction among shareholders that advisory votes on executive pay at annual shareholders meetings have advanced...Read more
ISS appears poised to pay even closer scrutiny to who qualifies as an independent board director. The proxy advisory firm recently...Read more
Much like say on pay and majority voting proposals, CFA Institute expects proxy access would also motivate increased engagement...Read more
As more US companies expand into new geographic territories, it’s more crucial than ever for corporate secretaries and other members...Read more
September 2014
The disparaging and sometimes abusive behavior of top executives is putting businesses and corporate reputations at risk more than...Read more
When the Society of Corporate Compliance and Ethics (SCCE) holds its 13th annual Compliance & Ethics Institute in Chicago on...Read more
In early September, I posted a query on the Society of Corporate Secretaries and Governance Professionals’ online discussion board,...Read more
The audit committees of Fortune 100 companies are being increasingly transparent about their activities and processes, going beyond...Read more
When it comes to compliance, filing annual unclaimed property reports with the state in which they’re incorporated is often something...Read more
Ever considered how much employee and customer loyalty are worth? The board of privately held grocery chain Market Basket – all...Read more
Data governance initiatives aren’t keeping pace with the efforts US companies are putting into other kinds of data projects, such as...Read more
August 2014
Typically, when we think of shareholder engagement, it’s outreach to key institutional investors that comes to mind. We think of those...Read more
It might be said that publicly traded companies stand at the precipice of a new, more rigorous age of disclosure. Not only are...Read more
If there is any doubt that we’re entering an era of more rigorous disclosure for which public companies need to be prepared, consider...Read more
The May ruling by the European Court of Justice (ECJ) that declared Google not only a processor but also ‘a controller of personal...Read more
Senior executives spend much of their lives on planes and in airport clubs, but what about
living inside the company board portal?...Read more
Compliance officers' jobs just got a little tougher. Last week, a federal appellate court dismissed an appeal of the New York Southern...Read more
July 2014
Employee retention and turnover rates, employee engagement, manager evaluations and financial incentives for developing leaders...Read more
At a time when boards are under mounting pressure from activist investors concerning short- and long-term business strategies, the CFA...Read more
For all the attention companies are devoting to shareholder engagement, this proxy season many firms also tried to exclude shareholder...Read more
Now that many of you have had a chance to refresh yourselves and probably broaden your perspectives at the SCSGP’s Boston conference...Read more
Amid Broomfield, Colorado’s majestic Rocky Mountains terrain, roughly 175 transfer agents, unclaimed property experts, corporate...Read more
Far from being a flash in the pan, a Corporate Governance Award often inspires a winning company to continue to improve its governance...Read more
June 2014
The forum’s strong suit is its willingness to consider often-thorny governance issues in the broader context of the ever-evolving...Read more
Let’s assume for a minute that all activist shareholders your company may encounter have good intentions and a long-term commitment to...Read more
Managing the corporate veil, which entails ensuring that an international corporation’s foreign subsidiaries don’t become...Read more
With last month’s Nebraska district court decision extending whistleblower protections under the Dodd-Frank Act to employees who...Read more
When it comes to characterizing how independent boards members are, describing board relationships as collegial has become something...Read more
Sometimes it's worth taking a step back to look at the broader business landscape and consider how new developments may impact...Read more
Let’s assume for a minute that all activist shareholders your company may encounter have good intentions and a long-term commitment to...Read more
In Bussing vs COR Cleaning LLC , Judge John Gerrard ruled that, unlike with the whistleblower bounty program established by Dodd-Frank...Read more
May 2014
The breaches of consumer data at Target and Neiman Marcus this past holiday season further intensified the spotlight governance...Read more
Just when activist shareholders are gaining more legitimacy along with added board seats, the murky alliance between Valeant...Read more
Corporate cyber-security is probably the hottest of this year’s hot-button issues for directors: how to protect customer data, respond...Read more
Governance, risk and compliance programs that companies originally established to address urgent regulatory demands such as those...Read more
That question may sound like something governance experts shouldn't have to wrestle with until, say, the year 2040. But guess what?...Read more
Are boards ready to give a seat at their table to a piece of artificial intelligence purportedly able to make investment decisions?...Read more
Does that make any sense? If not, who’s responsible for this trend away from promoting experienced insiders to top leadership spots?...Read more
WomenCorporateDirectors presented its annual Visionary Awards on May 14 at a dinner in New York to three companies and one CEO that...Read more
The latest Law in the Boardroom research report, released yesterday by advisory firm FTI Consulting and NYSE Governance Services,...Read more
Companies that perform better are far more likely to appoint a seasoned executive as CEO, yet ‘the percentage of successions involving...Read more
On May 27 American Stock Transfer & Trust Co. announced a definitive agreement under which its affiliate, AST Fund Solutions, will...Read more
April 2014
For all the heightened attention companies are giving to shareholder engagement, it's curious that more than half the firms in the...Read more
Corporate Secretary welcomes nominations in any of 12 categories. Our editorial team evaluates each nomination based on supporting...Read more
As the money pouring into activist hedge funds provides added firepower to pursue larger targets and increases activists' influence...Read more
Wachtell Lipton, in a client memo last Friday, calls this latest entry in the activist investor playbook 'symbiotic activism'. The...Read more
As shareholder engagement continues to take root as a best governance practice, investors are seeking increased context for the...Read more
The use of anti-takeover measures to impede unsolicited M&A bids has declined considerably in recent years as the push for...Read more
At a time when data breaches, social media gaffes and careless due diligence of third-party service providers are causing members of...Read more
Last week, Dan Loeb filed a lawsuit in the Delaware Chancery Court against Sotheby’s, charging the auction house with inappropriate...Read more
Environmental, social and governance (ESG) performance factors are now playing a more pivotal role in institutional investors’...Read more
Last week in Canada, Barrick Gold announced an overhaul of its executive compensation policy ‒ the result of extensive talks between...Read more
The idea of shareholder-driven direct democracy is being hotly debated in the governance arena. Shareholders are flexing more muscle...Read more
That's one of the conclusions of GMI Ratings, which CalPERS commissioned last fall to study vote-counting practices. In a report, Vote...Read more
March 2014
Stephen Brown has been appointed president and chief executive of the Society of Corporate Secretaries and Governance Professionals,...Read more
Most companies by now understand that fostering a culture of ethics and compliance in the workplace is a cornerstone of the most...Read more
Over the weekend, I had occasion to hear the experience of a dentist whose practice was nearly ruined by poor oversight of an office...Read more
The abrupt firing last week of Symantec’s CEO Steve Bennett after not even two years’ service, with no permanent replacement ready to...Read more
One sounds like best practice; the other sends red flags suggesting the departing officer may not have been entirely convinced of the...Read more
Of the 417 shareholder proposals on environmental and social issues that had been submitted by the time the new Proxy Preview report...Read more
Bennett’s ouster follows a string of other high-profile CEO farewells over the past year where boards let many months pass before...Read more
On January 3 this year, the former co-CEO of PetroTiger, Joseph Sigelman, was arrested in the Philippines. He was brought before a US...Read more
Shareholder resolutions asking companies to disclose more about their political contributions account for 30 percent of all social...Read more
There are good and bad ways of passing the baton of high-level compliance responsibility within a company, and the departures of the...Read more
February 2014
Understanding the deeper significance that board oversight of a company’s framework for managing risk plays is critical for corporate...Read more
Earlier this week, attorney general Eric Holder put pressure on Congress to pass legislation creating national standards for notifying...Read more
During proxy season, shareholders are inclined to express their satisfaction with a company's performance over the past year, or lack...Read more
Awareness and incidence of fraud at US companies have risen over the past two years, according to the results of PwC’s Global Economic...Read more
If, in the wake of major cyber-breaches at Target and Neiman Marcus, you haven't seen the writing on the wall about the regulatory...Read more
The easy part of responding to unsatisfactory levels of shareholder support for corporate say-on-pay proposals was identifying ‘...Read more
What corporate compliance departments may be less aware of is that, in addition to bribery directed at foreign government officials,...Read more
There is undoubtedly great interest in whether Time Warner Cable may be more inclined to reconsider Charter Communications' most...Read more
With the high-profile investigations into alleged FCPA violations by Walmart and GlaxoSmithKline, companies have become more convinced...Read more
New research published in January and adapted this week by the Conference Board Governance Center for its Director Notes concludes...Read more
January 2014
When it comes to identifying best practices in corporate governance, who better to learn from than former award-winners? On November...Read more
General Electric’s 2013 proxy statement drew unanimous praise from the judges for its innovative design, use of plain language and...Read more
Best Buy’s legal team played a critical part in the turnaround that has occurred at the company in the past year. Led by general...Read more
Life Technologies has been gaining global recognition for its sustainability efforts in recent years, securing a place in the Dow...Read more
From new ways to gauge the independence of compensation committees and their advisors to changing company bylaws, the 2014 proxy...Read more
The 2014 proxy season is shaping up as a busy one for Carl Icahn. As if pressuring Apple to expand its planned share repurchase...Read more
Suzanne Rich Folsom is known for fixing complicated governance messes, such as at AIG, where the regulatory and compliance system she...Read more
The ever-changing reforms to public company governance have been driven partly by institutional investor demand, but are mostly shaped...Read more
In June 2012, any thought that Best Buy’s corporate governance efforts would be award-worthy was inconceivable. The consumer...Read more
In an age when people rely on the Internet for so many aspects of their daily lives, it seems antiquated to deny flexibility to...Read more
December 2013
A recent report by PwC aims to provide helpful tips to boards struggling to oversee large capital projects at their companies. As the...Read more
Lively roundtable discussions at the IR Magazine Corporate Secretary Think Tank – Midwest in October gave investor relations (IR) and...Read more
Held in Washington, DC in October, this year’s Society of Corporate Compliance and Ethics’ (SCCE) annual Compliance and Ethics...Read more
At global steel company Timken’s annual meeting in May, a proposal by pension fund CalSTRS and activist investment fund Relational...Read more
With government regulators around the world paying closer scrutiny to corporate anti-corruption and bribery policies, companies need...Read more
With the regulatory requirements of the US Affordable Care Act taking effect, health care will likely be an area of increased focus...Read more
LRN, a culture and ethics advisor to more than 500 companies, has been researching ways to measure the effectiveness of ethics and...Read more
On September 18, the SEC released its much-anticipated proposed rule that would require public companies to disclose how much their...Read more
November 2013
As the shift toward big data accelerates, a recent report by Sogeti highlights issues companies need to clarify before they can take...Read more
More than 50 general counsel, corporate secretaries and other governance professionals gathered on November 14 for Corporate Secretary...Read more
More than 150 corporate secretaries, general counsel, other corporate lawyers, judges and academics met at the first Delaware Law...Read more
In what could be seen as the opening salvo of proxy season 2014, ISS has recommended that Provident Financial Holdings shareholders...Read more
October 2013
There aren’t enough appropriate activist targets to justify the proliferation of activist funds in recent years, Barry Rosenstein,...Read more
SNC-Lavalin said on September 30 that 32 employees made requests for amnesty and came forward to report ethical violations they were...Read more
Reputation now rates as the highest impact strategic risk area for most individual industries as well as overall, according to a new...Read more
Equity ownership among institutional investors rose two percentage points from 2012 to 67 percent of street shares, versus 33 percent...Read more
Fear of retaliation and the assumption that no action will be taken are the top two obstacles to getting employees to speak up about...Read more
Is legendary investor activist and corporate raider Carl Icahn trying to claim the moral high ground on corporate governance with a...Read more
September 2013
The SEC on September 18 released its much-anticipated proposed rule that would require public companies to disclose how much their...Read more
Requirements by US government agencies that companies provide more detailed disclosures on their cyber-risks in order to fortify IT...Read more
Since the global financial collapse in 2008, Wall Street critics, not to mention businesses and citizens hit hard by the credit crisis...Read more
In a major victory for shareholder activism, the Timken Company’s board of directors approved a plan on September 5 to spin off its...Read more
Carl Icahn has thrown in the towel in his more than year-long campaign to gain control of Dell, just three days before a shareholder...Read more
Jamie Dimon may have prevailed against shareholder activists in a proxy fight to separate the chairman and CEO roles at JPMorgan Chase...Read more
Improvement in total shareholder return (TSR) was a key reason that 39 of 60 US companies that failed their say-on-pay votes in 2012...Read more
August 2013
Members of corporate boards need to act more like business owners, which demands a bigger time commitment and more willingness to...Read more
After SNC-Lavalin received a record-setting sanction from the World Bank in April, barring the Montreal-based engineering and...Read more
After three years of nerve-wracking say-on-pay votes, corporate exasperation over disclosures of executive compensation is about to...Read more
Proxy season often brings board shake-ups that result in new directors joining the board at hundreds of companies. When a new director...Read more
Halifax, Nova Scotia is the setting for the Canadian Society of Corporate Secretaries’ (CSCS) 15th Annual Corporate Governance...Read more
The Canadian Society of Corporate Secretaries kicked off its 15th annual corporate governance conference in Halifax, Nova Scotia by...Read more
July 2013
When it comes to the CEO succession planning process, companies need to have an external communication plan. This is particularly...Read more
Activist shareholders are setting their sights on larger companies, according to the latest report from Activist Insight, a UK-based...Read more
The landmark fire and building safety agreement for Bangladeshi factories signed recently by apparel retailers is providing an...Read more
A district court has upheld the validity of the conflict minerals rule established under the Dodd-Frank Act, confirming that the rule...Read more
NYSE Euronext became the eighth major stock exchange to join the United Nations’ Sustainable Stock Exchanges Initiative (SSEI) on July...Read more
Is activism by hedge funds with mainly shorter-term interests able to generate long-term benefits for companies and other shareholders...Read more
The shortage of women serving on corporate boards is no longer only a matter of gender diversity; it’s starting to become a business...Read more
The second edition of ProxyPulse, released on July 8, shows that companies that aren’t getting at least 70 percent approval for their...Read more
Eliot Spitzer, if he wins election as New York City’s next comptroller, could be in an interesting position to shine a brighter...Read more
June 2013
In response to a call by the Securities and Exchange Commission to start disclosing exposure to cyber threats, more than half the...Read more
Executive pay for performance and the disconnect between CEO compensation and returns to shareholders over the last one, three and...Read more
Institutional investors now own nearly 75 percent of US public companies versus about 50 percent in 1950 and are much less committed...Read more
What audit firms should be doing to improve quality control in their process of vetting client companies’ financial reports is a key...Read more
Twenty years after the launch of the Hannover Principles – a manifesto that argued for including a broader set of considerations, such...Read more
Broadridge Financial Solutions and PwC’s Center for Board Governance on June 4 released the first edition of ProxyPulse, which...Read more
A report on board diversity released this week by GMI Ratings shows that women’s lack of progress in gaining more seats on corporate...Read more
May 2013
A year after belatedly disclosing the extent of its whale-sized trading losses in its synthetic credit portfolio and deficient board...Read more
Data security and IT risk are the newest areas of concern demanding the attention of company directors and general counsel, and the...Read more
The landmark fire and building safety agreement for Bangladesh factories that 31 apparel retailers have signed so far this week is...Read more
Jamie Dimon scored a big win at JP Morgan Chase’s annual shareholders meeting on May 21, fending off an effort by activist investors...Read more
Ensuring business continuity and anticipating and mitigating potential business disruptions have become key parts of large companies’...Read more
Hedge fund and private equity fund managers are considering tougher compliance practices now that their activities have come under the...Read more
At a time when the spotlight on corruption of foreign officials is brighter than ever, it’s rare for a global company working on...Read more
In a bold step forward for shareholder activism, long-time executive chairman Ray Irani was removed from his seat on Occidental...Read more
Managing the sharing of documents across a corporation and beyond can be taxing for corporate secretaries and the general counsel’s...Read more
April 2013
How accountable should the board be held when a company’s major change in business strategy goes up in flames? In the case of...Read more
Most public companies now have sustainability programs, but convincing them of the need to report material information on...Read more
It’s still early days for sustainability reporting in the US, but companies are becoming more aware of the need to go the extra mile...Read more
Amid rising demand from companies for ways to take the lead in governance and ethic practices, NYSE Euronext (NYX) on April 23 said it...Read more
Shareholder engagement has been a public relations buzz term at public companies for several years, but it usually refers to one-way...Read more
March 2013
Want tougher enforcement of rules governing financial institutions? That’s what corporations should expect under Mary Jo White, whose...Read more
There has been an intensified effort by investors to push for changes in corporate policy on climate change in the wake of widespread...Read more
November 2016
The Shareholder Services Association (SSA) held its annual conference in Chicago on July 19-22, commemorating 70 years as a trusted...Read more
August 2016
The Canadian Society of Corporate Secretaries is holding its 18 th annual corporate governance conference at the Fairmont Chateau...Read more
It became clear to Steven Shapiro early on, even before he left his brief stint at a multinational bank on Wall Street to attend law...Read more
The Canadian Society of Corporate Secretaries opened a new era last week at its 16 th annual conference in Whistler, British Columbia...Read more
July 2016
Pension funds and other major institutional investors are fighting proposed legislation that they fear may severely restrict the...Read more
To ensure their independence, every board should meet regularly without the CEO present and engage directly with executives below the...Read more
Donna Anderson considers herself lucky to have a career focused on analyzing the financial disclosures and governance practices of the...Read more
Get ready for much more strict regulatory oversight of the use of non-GAAP (GenerallyAccepted Accounting Principles) in quarterly...Read more
The Shareholder Services Association (SSA) is celebrating its 70th anniversary at its annual conference on July 19-22 at the Fairmont...Read more
June 2016
It will be interesting to see if anything comes of the spotlight that the Viacom media circus is shining on potential problems with...Read more
Even as governments around the world ramp up their coordination efforts with each other and their enforcement actions to combat...Read more
Last week, the SEC announced its second-largest whistleblower award in the five years the program has existed. A former employee of an...Read more
The cease-and-desist order and $1 million penalty the SEC imposed on Morgan Stanley Smith Barney (MSSB) last week for inadequate...Read more
From Carol Strickland’s perspective, ‘the corporate secretary sits in a catbird’s seat,’ with an opportunity to have his or her finger...Read more
Growing recognition of the need for a broader range of perspectives toward how boards address governance issues is helping to advance...Read more
To celebrate its 70th anniversary, the Society of Corporate Secretaries and Governance Professionals is returning to the Broadmoor...Read more
May 2016
For all the sports analogies business leaders continually invoke to motivate their employees, from building team spirit to going for...Read more
The poison pill that Tribune Publishing’s board adopted over the weekend in response to Gannett’s hostile takeover bid shouldn’t...Read more
Cindy Fornelli remembers when any mention of compliance – as corporate governance was known several years before Sarbanes-Oxley –...Read more
Are board self-evaluations helping to improve board composition? As many of you know, there’s a growing disconnect between director...Read more
It no longer seems peculiar that auto makers like Daimler should be buying mobility app start-ups like RideScout. It’s been eight...Read more
The discipline of running your organization more efficiently based on prioritizing the interests of key stakeholders is one of the...Read more
Even as leaders at many publicly listed companies are trying to wrap their heads around the best ways to approach sustainability...Read more
Should Halliburton shareholders have to swallow a $3.5 billion breakup fee that the oilfield services company has to pay Baker Hughes...Read more
April 2016
Although the SEC’s pay ratio disclosure rule doesn’t go into effect until fiscal years beginning January 1, 2017, some companies have...Read more
Last week, the SEC approved the concept release for Regulation S-K , which sets guidelines and requirements for companies’ financial...Read more
It’s unusual to see a start-up get mired in a mess as high profile as Theranos has, but other fledgling firms may well appreciate the...Read more
Volkswagen’s preliminary settlement with the Environmental Protection Agency (EPA) today leaves unanswered questions about efforts the...Read more
The latest round of guidance from the US Treasury Department intended to put the kibosh on tax inversions has done just that. On...Read more
Rising concerns about activist investor campaigns and other risks are motivating directors to reconsider the kind of talent needed on...Read more
This week’s news that prosecutors globally – including the US Department of Justice (DOJ) – have initiated probes into the Panama...Read more
News this week of board churn at two companies – Yahoo and Tribune Publishing -- is raising some interesting questions about how much...Read more
There are few cultures where losing face is as personally devastating as in Japan. The abrupt resignation on April 7 of Toshifumi...Read more
Everybody loves to see a protagonist wage an uphill battle against difficult, if not near-impossible, odds, to emerge victorious on...Read more
Charles Elson, director of the University of Delaware’s John L Weinberg Center for Corporate Governance, has combed through a lot of...Read more
March 2016
Graybar has been commended for its long-standing commitment to governance practices that are expected at public companies, including...Read more
If discrediting activist investors is something most corporate boards continue to seek, they got the best present they could have...Read more
Investor pressure on companies to consider pressing concerns about environmental, social and governance issues is expected to continue...Read more
When it comes to uses of cash, investors are slightly schizophrenic about whether they prefer their portfolio companies to invest in...Read more
Marsh & McLennan Companies (MMC) was recognized for its year-round use of technology, which is imbedded in how it does business...Read more
With proxy season in full swing, Corporate Secretary is launching a new series of articles that will focus on a particular category or...Read more
The judges liked Westpac’s efforts in maintaining an intranet site to better serve internal stakeholders and its project that enables...Read more
With activist hedge fund Starboard Value’s announcing last week its intention to replace all nine members of Yahoo’s board, the stakes...Read more
The Society for Corporate Compliance & Ethics (SCCE) held its 14th annual Compliance & Ethics Institute (CEI) in Las Vegas on...Read more
There’s a growing consensus that encouraging a speak-up culture within a company is a core requirement for a robust ethics and...Read more
In its ongoing effort to keep up with investors’ requests for more efficient ways to consume data, General Electric issued its first...Read more
Two years ago Alvin Huntspon was a newcomer to corporate governance. In 2013 Loretta Cecil recruited him as her right hand in the...Read more
Nasdaq announced today that it will acquire board portal provider Boardvantage for $200 million in a deal expected to close in the...Read more
February 2016
Amid ongoing M&A activity, including the sale of GE Capital, and greater regulatory demands from the US Federal Reserve, General...Read more
When regulations that have long been used to protect companies from threats like patent infringement fail to keep pace with...Read more
This year’s award for best CSR disclosure went to CVS Health for ‘walking the talk’ in its decision – taken in 2014 – to stop selling...Read more
There are lots of moving pieces in the corporate governance arena lately to keep companies and their boards on high alert. Arguably,...Read more
Microsoft was recognized at Corporate Secretary 's 8th annual Corporate Governance Awards for giving investors varied channels through...Read more
The Allstate Corporation was honored for its proxy statement for the comprehensive disclosure of its director qualifications and...Read more
Johnson Controls’ recent news of plans to merge with Tyco International puts the automotive batteries and internal systems...Read more
Splunk’s proxy statement shows a level of governance maturity rarely seen in such a young company; launched in 2003, the firm went...Read more
Lockheed Martin is the 2015 winner of the award for best compliance and ethics program (large cap) for the supplier code of ethics it...Read more
Cynthia Nastanski, senior vice president for corporate law and deputy corporate secretary, has been instrumental in shaping PepsiCo’s...Read more
If it wasn’t already clear how deadly serious the SEC is about increasing its enforcement actions, the $700,000 award to an outside...Read more
AMN Healthcare’s ethics and compliance program was honored for the way it has ensured that a focus on ethics permeates the...Read more
When ING Group’s US subsidiary was spun off in 2013 to become Voya Financial, the newly independent company had already made a...Read more
Business leaders have for many years been focused on outside threats, but recent revelations about high-profile insiders have helped...Read more
More than one in three US organizations report having been the victim of economic crime and cybercrime has risen to become the second...Read more
Peggy Foran, chief governance officer, vice president and corporate secretary at Prudential, is a legend in corporate governance. She’...Read more
When Xerox announced on January 29 its plan to split into two independent companies, you could envision activist hedge funds carving...Read more
January 2016
Despite the passage of time between the Victorian era and our own, Charles Dickens’ cautionary tale, A Christmas Carol , continues to...Read more
As companies prepare for the upcoming proxy season, there is little that triggers anxiety like anticipation of the voting...Read more
In the wake of widespread government commitments at the Paris climate talks to reduce carbon emissions in the years ahead, socially...Read more
US firms knew in October that doing business in Europe was going to get tougher when the European Court of Justice (ECJ) invalidated...Read more
It’s an unfortunate sign of the times that a new year often brings more trepidation about an unknown future than excitement about new...Read more
AMN Healthcare’s team was recognized as the governance team of the year in 2015 because the judges liked the fact that ethics is...Read more
December 2015
Tis the season – for corporate issuers to engage with their shareholders at a comfortable distance from the crush of proxy season,...Read more
I have written previously about a brighter spotlight being shone on board members and the higher level of accountability to which they...Read more
The debate over how to combat the tendency toward short-term thinking by companies and investors holds no promise of being resolved...Read more
With investors clamoring for more influence on board composition and other governance matters, the focus of the 2015 Governance Forum...Read more
One of my favorite films, which I try to watch every December, is a comedy-drama directed by Billy Wilder called The Apartment . It...Read more
November 2015
On November 4, the stars of governance, compliance and risk management gathered in New York for Corporate Secretary ’s eighth annual...Read more
The run-up to the UN’s 21st Conference of the Parties on climate change, to be held in the Paris suburbs later this month, keeps...Read more
As the US prepares to commemorate Thanksgiving, I’m offering a couple of bite-sized governance items this week, as a reminder that you...Read more
In what’s becoming a sort of Halloween tradition, I checked in last week with cyber ghostbuster Stu Sjouwerman for an update on the...Read more
In the first days of his papacy, Pope Francis declared: 'How I would like to see a church that is poor and is for the poor' —...Read more
A week after state and local elections were held across the US and as campaigns aiming toward national elections next November start...Read more
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