article
The number of shareholder proposals rose this year and activists gained ground advocating for board declassification, the elimination...Read more
Matthew Scott
Latest articles
article
High-profile data breaches at Sony, JPMorgan Chase, Target, Home Depot and others have become a top concern for many executives, but...Read more
article
Activist shareholders have had a significant impact on the 2015 Canadian proxy season according to a recent report from Kingsdale...Read more
article
The US Federal Trade Commission recently issued guidance on its enforcement efforts against ‘unfair methods of competition’,...Read more
October 2015
article
The number of shareholder proposals rose this year and activists gained ground advocating for board declassification, the elimination...Read more
article
High-profile data breaches at Sony, JPMorgan Chase, Target, Home Depot and others have become a top concern for many executives, but...Read more
September 2015
article
Activist shareholders have had a significant impact on the 2015 Canadian proxy season according to a recent report from Kingsdale...Read more
August 2015
article
Last week, Mead Johnson Nutrition’s reached a $12 million settlement with the SEC, which found that the company had violated...Read more
article
The US Federal Trade Commission recently issued guidance on its enforcement efforts against ‘unfair methods of competition’,...Read more
July 2015
article
Executive compensation, shareholder activism and director elections have been the dominant themes during the 2015 Canadian proxy...Read more
article
Most companies are losing an inordinate amount of money in their operations in emerging markets, a recent report by FTI Consulting...Read more
June 2015
article
CFA Institute's director of financial reporting policy, Matt Waldron, says the Public Company Accounting Oversight Board’s (PCAOB)...Read more
article
With the economic environment supporting nearly $3.5 trillion in M&A activity last year, some corporations may now be considering...Read more
April 2015
article
Increased enforcement actions by the SEC and other regulatory agencies will likely fuel a rise in securities class action lawsuits in...Read more
March 2015
article
Reports of misconduct to compliance and ethics programs nationwide increased for a fifth consecutive year, highlighted by a...Read more
February 2015
article
Shareholder activists were more dynamic than ever before in 2014, launching 18 percent more campaigns than the previous year and...Read more
article
The fifth annual Global Bribery and Corruption Review from global law firm Hogan Lovells forecasts more aggressive enforcement actions...Read more
January 2015
article
As 2015 begins, it’s never too soon to
prepare for proxy season. Last year, investors flexed their muscles as Apple was sued to...Read more
November 2014
article
At Advisen’s Cyber Risk Insights Conference, former US Secretary of Homeland Security Tom Ridge urged major corporations to build...Read more
article
Greater emphasis has been placed on the makeup of corporate boards recently as a way to increase director accountability, improve...Read more
article
Fairness and solvency opinions provided by independent experts are the more effective and preferred tool in defending boards of...Read more
October 2014
article
Reatha Clark King, Board Chair of the National Association of Corporate Directors, opened the 2014 Board Leadership Conference by...Read more
September 2014
article
Corporations may need to reassess their retaliation policies now that the SEC has filed its first anti-retaliation enforcement action...Read more
July 2014
article
As the registered shareholder base of
publicly traded firms continues to shrink, many issuers are seeking ways to lower the costs of...Read more
May 2014
article
An improving economic outlook, a fierce global battle for talent and the influence of proxy advisory firms are the main factors...Read more
article
Executive compensation has become the number one reputation-related risk for boards because proxy advisory firms and institutional...Read more
April 2014
article
Improving shareholder engagement has become a major concern for firms large and small, especially since investors have become more...Read more
March 2014
article
The realities of managing risk and the stepped up enforcement efforts of government regulators have made the compliance and ethics...Read more
article
Compliance and tax issues associated with casualty claims in foreign countries and potential financial and legal risks companies face...Read more
article
Compliance executives universally agree they have an obligation to make sure their companies comply with the various laws and...Read more
February 2014
article
Selecting the right directors to sit on your corporate board is no easy feat. There are a great many aspects to consider, but which...Read more
article
Corporate Secretary ’s Governance Practices Survey is our first ever study of major issues affecting governance professionals in the...Read more
article
One of the biggest problems with disclosure reform is deciding which disclosures help investors make better decisions and which could...Read more
article
As companies prepare for the 2014 proxy season, there are a number of rules that may need added attention. This is a brief run-down of...Read more
article
As corporate boards face more complex and difficult decisions, they may want to consider increasing the use of in-camera meetings to...Read more
January 2014
article
After laying a strong foundation for its governance policies over the last two years, the challenge for Krispy Kreme Doughnuts’ legal...Read more
article
Last week’s decision by US District Court Judge Victor Marrero to allow the US Commodity Futures Trade Commission (CFTC) lawsuit...Read more
article
For PepsiCo, maintaining its best-in-class governance, compliance and ethics program is a team effort. In fact, several teams work...Read more
article
When it comes to executive compensation disclosures, there are three major issues of concern for public companies: pay-for-performance...Read more
article
At CMS Energy, there is a continuous effort to improve the company’s compliance programs. The CMS Energy code of conduct and guide to...Read more
article
Other firms complain about the potential risks associated with using social media to communicate with shareholders; online real estate...Read more
article
When it comes to preparing for – or avoiding – a proxy fight, there are few people in this world more capable than William (Bill)...Read more
article
On winning the outstanding associate general counsel of a small legal department award from the Houston Business Journal in 2012,...Read more
article
If there were any question that Doug Chia is among the most influential people in the corporate governance community, his achievements...Read more
article
Communication is definitely something BCE, Canada’s largest communications firm, knows a lot about, so it’s not surprising the company...Read more
article
It takes courage and commitment to carry out a governance overhaul correctly, and the members of 2013’s corporate governance team of...Read more
article
To comply or not comply – that will be a question that continues to come up regarding the SEC’s conflict minerals rule. The rule,...Read more
article
The results of a recent study of corporate directors and institutional investors suggest there could be more aggressive shareholder...Read more
December 2013
article
The SEC announced a record $3.4 billion in monetary sanctions for 2013 – a 10 percent increase over the fines collected in 2012, and a...Read more
article
Corporate Secretary held its annual Canadian think tank in October at the Toronto Stock Exchange. Shareholder engagement, the...Read more
article
Retail giant Target has given an important gift to the governance community this holiday season – a reminder that boards need to have...Read more
article
Now that the stock market has soared to record highs and continues to build momentum, expect CEOs to be under even more pressure to...Read more
article
This week, Engaged Capital, an activist investment firm and Abercrombie & Fitch shareholder, formally asked that the company...Read more
article
The situation at Abercrombie & Fitch provides an excellent illustration of why shareholder activism has become and will continue...Read more
article
The 2013 proxy season was noteworthy for a sea change in shareholder engagement by companies. The main catalyst was increased resolve...Read more
article
Corporate Secretary presents a 12-page supplement designed to highlight the positive the role Director Education can play in improving...Read more
article
The transfer agency business is changing rapidly, and issuers need to be aware of how the industry’s evolution will affect their...Read more
November 2013
article
Cindy Fornelli is the executive director for the Center for Audit Quality (CAQ), the organization dedicated to enhancing investor...Read more
article
According to executive search consulting firm Spencer Stuart, a recent survey of corporate secretaries, general counsel and chief...Read more
October 2013
article
Dear readers, Everybody wants to be the best. But getting to the top of the class sometimes means taking time out to learn from the...Read more
article
For a multinational corporation like Marsh & McLennan Companies, having a top-performing legal department is a must. Lucy Fato,...Read more
article
Is Congress bound to exercise reasonable ‘duty of care’ as it finds a way to end the ongoing government shutdown and tries to avoid...Read more
September 2013
article
PWC’s Center for Board Governanc e this week released the final installment of its Annual Corporate Directors Survey , ‘Strategy, risk...Read more
August 2013
article
There is more evidence that say on pay has had a direct effect on executive compensation practices at publicly traded companies. Since...Read more
article
The Shareholder Services Association (SSA) conference, held July 16-19, highlighted challenges issuers face when dealing with...Read more
article
The Society of Corporate Secretaries and Governance Professionals’ annual conference was held on July 10-13 at the Sheraton Seattle...Read more
article
Three recent reports on the state of compliance contain insights that should move companies to re-evaluate the level of resources they...Read more
article
Historically, Canada has been criticized for its relatively lax enforcement of anti-corruption and anti-fraud measures when compared...Read more
article
A list of 10 important action points came out of the Women Corporate Directors’ third annual Global Institute last month that deserves...Read more
July 2013
article
No one understands the risks and rewards of board membership better than the corporate secretary, so in a year when the movement for...Read more
article
With the theme ‘Governance wired’, and set in Seattle, Washington – the birthplace of Starbucks – the 67th national conference of the...Read more
article
One of the most valuable benefits of belonging to the Society of Corporate Secretaries and Governance Professionals (SCSGP) is the...Read more
article
The Society of Corporate Secretaries and Governance Professionals annual conference kicked off yesterday with more than 400...Read more
June 2013
article
The furor that continues to grow in the US about the influence proxy advisory firms have over publicly traded businesses began...Read more
May 2013
article
What are the biggest issues that will test how responsive a board is to its shareholders? At GMI Ratings’ conference, ‘New frontiers...Read more
April 2013
article
As Canada enters its 2013 proxy season, there are a number of new realities that companies will have to prepare for. Significant...Read more
March 2013
article
A recent report from Ecclesiastical Investment Management (EIM) suggests that 48 percent of countries around the world have...Read more
article
Last week, Ethisphere Institute and Thomson Reuters presented the 2013 Global Ethics Summit in New York. Kelly Clark, general counsel...Read more
article
Is the regulatory system in the US in need of repair? Former Federal Reserve chairman Paul Volcker thinks so. In a keynote address at...Read more
article
As the SEC continues to contemplate what its final rules on pay for performance disclosures in executive compensation will be, Robin...Read more
article
Many governance professionals complain about a lack of ethics in business. After all, you often find yourselves on the front lines of...Read more
article
Preparing for provisions of the Patient Protection and Affordable Care Act that go into effect on January 1, 2014 presents several...Read more
February 2013
article
Last week, the Society of Corporate Secretaries and Governance Professionals held its annual Essentials conference in Orlando, helping...Read more
article
Last year was one of the most challenging years for corporate governance in recent memory. There were many significant changes in...Read more
article
Pope Benedict XVI’s resignation may serve as an example governance professionals can use to discuss their code of conduct and how the...Read more
January 2013
article
Issuers need to take note because when it comes to proxy fights, the activists are winning. Activist shareholders seeking...Read more
article
The Allstate Corporation was honored as governance team of the year (large cap), and senior attorney Megan Pavich won the ‘rising star...Read more
article
Krispy Kreme Doughnuts was a finalist in five categories at Corporate Secretary’s fifth annual Corporate Governance Awards, held in...Read more
article
There are a number of lessons companies should have learned from the 2012 proxy season, when pressure from shareholder activists and...Read more
article
The Hartford Financial Services Group was the winner for best proxy statement at Corporate Secretary’s fifth annual Corporate...Read more
article
AOL vice president and deputy general counsel Damien Atkins received the governance professional of the year award in the small to mid...Read more
article
Canada's Manulife Financial was the winner of the award for best overall corporate governance - international at Corporate Secretary’s...Read more
article
A report issued this week notes that merger and acquisition activity fell sharply in 2012, resulting in the fewest acquisitions since...Read more
article
The Society of Corporate Compliance and Ethics (SCCE) believes it may be time to give chief compliance officers primary responsibility...Read more
December 2012
article
Is it time for all shareholder meetings to go virtual ? Legally that can’t happen yet, but there is a movement by shareholders and...Read more
article
Until the SEC releases its rules on pay-for-performance disclosures in executive compensation, Robin Ferracone, CEO of executive...Read more
article
If you haven’t been paying attention to who sits on your board, it is time you do. Board decision making is coming under so much...Read more
article
It appears more companies are deciding that sustainability reporting is an important part of corporate governance that can provide...Read more
November 2012
article
As reputational risk becomes a bigger concern for companies, an adjustment in hiring policies to include a more thorough series of...Read more
article
Held in the nation’s capital in conjunction with the fall meeting of the ABA Business Law section, the meeting was called by John...Read more
October 2012
article
The convergence of the IR and corporate secretary functions has been taking place over the last few years now; in 2013 it may be more...Read more
article
A judge’s approval of a settlement in the bankruptcy of law firm Dewey & LeBoeuf could provide an interesting example of how the...Read more
article
Whether due to new legislation being enacted or the ongoing maintenance fending off known risks within their industries, corporations...Read more
article
Corporate Secretary held its Canada Think Tank 2012 at the TMX Broadcast Center in Toronto last week, and a number of key takeaways...Read more
article
Over the last few years as states have found themselves in growing financial troubles, many began adjusting unclaimed property laws to...Read more
article
Computershare, a global leader in transfer agency and share registration , employee equity plans, proxy solicitation and stakeholder...Read more
September 2012
article
Supporters and detractors of President Obama’s Jumpstart Our Business Startups (JOBS) Act will have a lot to debate next year as more...Read more
article
Many corporations underestimate the risks associated with not having an efficient policy for retaining and disposing of corporate...Read more
August 2012
article
A stellar reputation can make a company plenty of money and a suspect reputation can cause a company plenty of pain. Managing...Read more
article
Governance and compliance professionals heading to the Canadian Society of Corporate Secretaries (CSCS) 14th Annual Corporate...Read more
article
David Masse, chairman of the Canadian Society of Corporate Secretaries (CSCS), says the initial meeting he organized in July, which...Read more
article
Several complications resulting from TELUS Corporation’s recent attempt to consolidate its voting and non-voting shares into a single...Read more
article
When it comes to fending off worldwide financial scandals, the world needs its financial market regulators to co-operate with each...Read more
article
It’s very rare when everyone in the marketplace agrees about something at the same time, but in the case of Pershing Square Capital...Read more
July 2012
article
Executive compensation was a major topic of discussion at the Society of Corporate Secretaries and Governance Professionals’...Read more
article
When the first issue of Corporate Secretary rolled off the presses in July 2002, governance was not the major concern for CEOs and...Read more
article
Earlier this month, American Stock Transfer & Trust Company (AST) rebranded Phoenix Advisory Partners in a strategic move the...Read more
article
As Barclays' CEO Bob Diamond resigned under pressure this week while the bank deals with the aftermath of ongoing investigations into...Read more
article
Whenever company A buys company B, there is always a chance the deal will not turn out to be as lucrative as the buyer intended. All...Read more
article
The California Public Employees’ Retirement System (CalPERS), the California State Teachers’ Retirement System (CalSTRS) and GMI...Read more
article
Investors with assets greater than $1.6 trillion are pushing for adoption of a shareholder resolution calling for News Corp to appoint...Read more
June 2012
article
Shareholder actions are rattling US boardrooms in 2012, not only indicating some of investors’ greatest concerns but also pressuring...Read more
article
Yes, there have been some fireworks attached to a few significant no votes, such as Citigroup, but the pass and fail totals are about...Read more
article
However, it could also be a signal to corporations that boards may be pressured to replace their CEO in the future by disgruntled...Read more
May 2012
article
On June 1 Walmart will hold its annual shareholder meeting, and already many institutional investors have telegraphed their intentions...Read more
article
Canadian proxy season seems to offer a lot less drama this year, as many developments surrounding shareholder democracy, executive...Read more
article
There has been a ‘disturbing’ increase in audit firm mistakes over the 2010-2011 audit cycle, Public Company Accounting Oversight...Read more
article
Corporate Secretary reaches a major milestone with the publication of its 100th issue this month, further solidifying the magazine’s...Read more
article
The current Foreign Corrupt Practices Act investigation involving Wal-Mart de Mexico raises questions about the level of effectiveness...Read more
article
When Canadian Prime Minister Stephen Harper delivered his keynote speech to the World Economic Forum in Davos, Switzerland, in January...Read more
article
Supporters of the newly enacted Jumpstart Our Business Startups (JOBS) Act say it contains provisions that make it easier for smaller...Read more
April 2012
article
Hostess Brands’ announcement that it would roll back pay increases for top managers in the wake of its recent bankruptcy is welcome...Read more
March 2012
article
The insurance industry has undergone significant change over the last 10 years , and directors and officers (D&O) insurance is...Read more
article
Corporate secretaries are always faced with multiple challenges simultaneously, and this year offers more hurdles than most. To cope,...Read more
article
When Canadian Prime Minister Stephen Harper’s government rejected Anglo-Australian mining company BHP Billiton’s $39 billion takeover...Read more
February 2012
article
There’s good news and bad news for directors when it comes to compensation . The good news is that a number of factors could cause...Read more
article
The Society of Corporate Secretaries and Governance Professionals (SCSGP) held its 2012 Essentials Conference in February at Disney’s...Read more
article
The recent stock market rally in the US may have many boards of directors optimistic that when 2012 is over, they will be able to say...Read more
January 2012
article
Corporate Secretary held its annual East Coast Think Tank on November 10 in New York , where more than 50 corporate secretaries and...Read more
article
The Washington Post and several other news outlets reported on Tuesday that Carla Smits-Nusteling, the chief financial officer of...Read more
article
Often, it’s not what you do but how you do it that grabs people’s attention. Transparency has always been an integral part of...Read more
article
The compliance program at Baker Hughes is widely considered among the oil and gas industry’s best , and this year’s governance...Read more
article
Governance has always been a global concern, but as the worldwide financial crisis has intensified , regulators have stepped up their...Read more
article
If there’s anyone who knows the inner workings of the corporate secretary’s office , it’s Stephen Norman, winner of the lifetime...Read more
article
Doing more with less is a mantra that many companies espouse, but to effectively execute such a strategy, you need an efficient, hard-...Read more
article
Making something that’s difficult to understand more accessible for others is a very difficult job – and making a proxy statement easy...Read more
article
It isn’t often that you find a person who will not only step up to the plate and do their job in expert fashion when times are tough,...Read more
article
In governance circles, just try to start a discussion about the amount of influence proxy advisory firms have over corporate decisions...Read more
December 2011
article
The increased focus on executive compensation has resulted in a number of changes at publicly traded companies in 2011. Equilar...Read more
article
Women in corporate circles have had a pretty good year in 2011 . There are now 15 women serving as CEOs of Fortune 500 companies – the...Read more
November 2011
article
The Spencer Stuart Board Index governance survey for 2011 says only 294 new directors joined boards of S&P 500 companies during...Read more
article
An unprecedented gathering of publicly traded companies, regulators, proxy services providers, public interest groups and other...Read more
article
Roy Snell has a simple message for anyone who really wants to put a stop to Wall Street corruption – or business corruption of any...Read more
article
Expect to see more shareholder activism in 2012, says Okapi Partners president and CEO Bruce Goldfarb. In an exclusive interview with...Read more
article
Now that the super committee has failed in its attempts to arrive at a more sensible solution to cutting more than $1.2 trillion from...Read more
article
A number of important shifts are taking place in the world of information management
as companies struggle with the challenges...Read more
article
GMI says that in addition to the 38 companies that received failed say on pay votes in 2011, another 157 companies in the Russell 3000...Read more
October 2011
article
As the Occupy Wall Street protests spread nationally and internationally this week, executives at many corporations are probably...Read more
article
Corporations will always have a need to communicate with their shareholders, but changing regulations, new technologies and evolving...Read more
article
Last week, the proxy adviser issued several proposed changes to its policy voting recommendations for next year – changes that should...Read more
September 2011
article
The board of the largest maker of games played on Facebook last week approved three tiers of stock that give CEO Pincus 70 times more...Read more
article
The board of the largest maker of games played on Facebook last week approved three tiers of stock that give CEO Pincus 70 times more...Read more
article
Two months after announcing that NYSE Euronext had agreed in principle to be acquired by German exchange operator Deutsche Börse for $...Read more
August 2011
article
Now that governance issues seem to be dictating more shareholder actions, corporate secretaries at small and mid-sized companies might...Read more
article
Over the last decade, institutional shareholders have been fighting to gain more influence over Canadian issuers, and indications are...Read more
article
After presiding over a successful national conference in June, Society of Corporate Secretaries and Governance Professionals’ (the...Read more
July 2011
article
Expect a more proactive and collaborative agenda under Ken Bertsch, the newly installed president and CEO of the Society of Corporate...Read more
article
Holding on to unclaimed property could soon begin hurting corporate bottom lines as cash-strapped states adjust their escheatment...Read more
article
The political gamesmanship that has turned the urgent need to raise the US debt limit into a countdown to the first-ever downgrade of...Read more
June 2011
article
At a time when it seems the value of almost everything is diminishing, a recent survey suggests that integrity is increasing in value...Read more
article
Here was Lehman, a 158 year-old firm with one of the best reputations on Wall Street, filing the largest bankruptcy in US history to...Read more
May 2011
article
Shareholders have the right to know how compensation is calculated , and corporations should view say-on-pay votes as part of an...Read more
October 2015
article
The number of shareholder proposals rose this year and activists gained ground advocating for board declassification, the elimination...Read more
article
High-profile data breaches at Sony, JPMorgan Chase, Target, Home Depot and others have become a top concern for many executives, but...Read more
September 2015
article
Activist shareholders have had a significant impact on the 2015 Canadian proxy season according to a recent report from Kingsdale...Read more
August 2015
article
Last week, Mead Johnson Nutrition’s reached a $12 million settlement with the SEC, which found that the company had violated...Read more
article
The US Federal Trade Commission recently issued guidance on its enforcement efforts against ‘unfair methods of competition’,...Read more
July 2015
article
Executive compensation, shareholder activism and director elections have been the dominant themes during the 2015 Canadian proxy...Read more
article
Most companies are losing an inordinate amount of money in their operations in emerging markets, a recent report by FTI Consulting...Read more
June 2015
article
CFA Institute's director of financial reporting policy, Matt Waldron, says the Public Company Accounting Oversight Board’s (PCAOB)...Read more
article
With the economic environment supporting nearly $3.5 trillion in M&A activity last year, some corporations may now be considering...Read more
April 2015
article
Increased enforcement actions by the SEC and other regulatory agencies will likely fuel a rise in securities class action lawsuits in...Read more
March 2015
article
Reports of misconduct to compliance and ethics programs nationwide increased for a fifth consecutive year, highlighted by a...Read more
February 2015
article
Shareholder activists were more dynamic than ever before in 2014, launching 18 percent more campaigns than the previous year and...Read more
article
The fifth annual Global Bribery and Corruption Review from global law firm Hogan Lovells forecasts more aggressive enforcement actions...Read more
January 2015
article
As 2015 begins, it’s never too soon to
prepare for proxy season. Last year, investors flexed their muscles as Apple was sued to...Read more
November 2014
article
At Advisen’s Cyber Risk Insights Conference, former US Secretary of Homeland Security Tom Ridge urged major corporations to build...Read more
article
Greater emphasis has been placed on the makeup of corporate boards recently as a way to increase director accountability, improve...Read more
article
Fairness and solvency opinions provided by independent experts are the more effective and preferred tool in defending boards of...Read more
October 2014
article
Reatha Clark King, Board Chair of the National Association of Corporate Directors, opened the 2014 Board Leadership Conference by...Read more
September 2014
article
Corporations may need to reassess their retaliation policies now that the SEC has filed its first anti-retaliation enforcement action...Read more
July 2014
article
As the registered shareholder base of
publicly traded firms continues to shrink, many issuers are seeking ways to lower the costs of...Read more
May 2014
article
An improving economic outlook, a fierce global battle for talent and the influence of proxy advisory firms are the main factors...Read more
article
Executive compensation has become the number one reputation-related risk for boards because proxy advisory firms and institutional...Read more
April 2014
article
Improving shareholder engagement has become a major concern for firms large and small, especially since investors have become more...Read more
March 2014
article
The realities of managing risk and the stepped up enforcement efforts of government regulators have made the compliance and ethics...Read more
article
Compliance and tax issues associated with casualty claims in foreign countries and potential financial and legal risks companies face...Read more
article
Compliance executives universally agree they have an obligation to make sure their companies comply with the various laws and...Read more
February 2014
article
Selecting the right directors to sit on your corporate board is no easy feat. There are a great many aspects to consider, but which...Read more
article
Corporate Secretary ’s Governance Practices Survey is our first ever study of major issues affecting governance professionals in the...Read more
article
One of the biggest problems with disclosure reform is deciding which disclosures help investors make better decisions and which could...Read more
article
As companies prepare for the 2014 proxy season, there are a number of rules that may need added attention. This is a brief run-down of...Read more
article
As corporate boards face more complex and difficult decisions, they may want to consider increasing the use of in-camera meetings to...Read more
January 2014
article
After laying a strong foundation for its governance policies over the last two years, the challenge for Krispy Kreme Doughnuts’ legal...Read more
article
Last week’s decision by US District Court Judge Victor Marrero to allow the US Commodity Futures Trade Commission (CFTC) lawsuit...Read more
article
For PepsiCo, maintaining its best-in-class governance, compliance and ethics program is a team effort. In fact, several teams work...Read more
article
When it comes to executive compensation disclosures, there are three major issues of concern for public companies: pay-for-performance...Read more
article
At CMS Energy, there is a continuous effort to improve the company’s compliance programs. The CMS Energy code of conduct and guide to...Read more
article
Other firms complain about the potential risks associated with using social media to communicate with shareholders; online real estate...Read more
article
When it comes to preparing for – or avoiding – a proxy fight, there are few people in this world more capable than William (Bill)...Read more
article
On winning the outstanding associate general counsel of a small legal department award from the Houston Business Journal in 2012,...Read more
article
If there were any question that Doug Chia is among the most influential people in the corporate governance community, his achievements...Read more
article
Communication is definitely something BCE, Canada’s largest communications firm, knows a lot about, so it’s not surprising the company...Read more
article
It takes courage and commitment to carry out a governance overhaul correctly, and the members of 2013’s corporate governance team of...Read more
article
To comply or not comply – that will be a question that continues to come up regarding the SEC’s conflict minerals rule. The rule,...Read more
article
The results of a recent study of corporate directors and institutional investors suggest there could be more aggressive shareholder...Read more
December 2013
article
The SEC announced a record $3.4 billion in monetary sanctions for 2013 – a 10 percent increase over the fines collected in 2012, and a...Read more
article
Corporate Secretary held its annual Canadian think tank in October at the Toronto Stock Exchange. Shareholder engagement, the...Read more
article
Retail giant Target has given an important gift to the governance community this holiday season – a reminder that boards need to have...Read more
article
Now that the stock market has soared to record highs and continues to build momentum, expect CEOs to be under even more pressure to...Read more
article
This week, Engaged Capital, an activist investment firm and Abercrombie & Fitch shareholder, formally asked that the company...Read more
article
The situation at Abercrombie & Fitch provides an excellent illustration of why shareholder activism has become and will continue...Read more
article
The 2013 proxy season was noteworthy for a sea change in shareholder engagement by companies. The main catalyst was increased resolve...Read more
article
Corporate Secretary presents a 12-page supplement designed to highlight the positive the role Director Education can play in improving...Read more
article
The transfer agency business is changing rapidly, and issuers need to be aware of how the industry’s evolution will affect their...Read more
November 2013
article
Cindy Fornelli is the executive director for the Center for Audit Quality (CAQ), the organization dedicated to enhancing investor...Read more
article
According to executive search consulting firm Spencer Stuart, a recent survey of corporate secretaries, general counsel and chief...Read more
October 2013
article
Dear readers, Everybody wants to be the best. But getting to the top of the class sometimes means taking time out to learn from the...Read more
article
For a multinational corporation like Marsh & McLennan Companies, having a top-performing legal department is a must. Lucy Fato,...Read more
article
Is Congress bound to exercise reasonable ‘duty of care’ as it finds a way to end the ongoing government shutdown and tries to avoid...Read more
September 2013
article
PWC’s Center for Board Governanc e this week released the final installment of its Annual Corporate Directors Survey , ‘Strategy, risk...Read more
August 2013
article
There is more evidence that say on pay has had a direct effect on executive compensation practices at publicly traded companies. Since...Read more
article
The Shareholder Services Association (SSA) conference, held July 16-19, highlighted challenges issuers face when dealing with...Read more
article
The Society of Corporate Secretaries and Governance Professionals’ annual conference was held on July 10-13 at the Sheraton Seattle...Read more
article
Three recent reports on the state of compliance contain insights that should move companies to re-evaluate the level of resources they...Read more
article
Historically, Canada has been criticized for its relatively lax enforcement of anti-corruption and anti-fraud measures when compared...Read more
article
A list of 10 important action points came out of the Women Corporate Directors’ third annual Global Institute last month that deserves...Read more
July 2013
article
No one understands the risks and rewards of board membership better than the corporate secretary, so in a year when the movement for...Read more
article
With the theme ‘Governance wired’, and set in Seattle, Washington – the birthplace of Starbucks – the 67th national conference of the...Read more
article
One of the most valuable benefits of belonging to the Society of Corporate Secretaries and Governance Professionals (SCSGP) is the...Read more
article
The Society of Corporate Secretaries and Governance Professionals annual conference kicked off yesterday with more than 400...Read more
June 2013
article
The furor that continues to grow in the US about the influence proxy advisory firms have over publicly traded businesses began...Read more
May 2013
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What are the biggest issues that will test how responsive a board is to its shareholders? At GMI Ratings’ conference, ‘New frontiers...Read more
April 2013
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As Canada enters its 2013 proxy season, there are a number of new realities that companies will have to prepare for. Significant...Read more
March 2013
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A recent report from Ecclesiastical Investment Management (EIM) suggests that 48 percent of countries around the world have...Read more
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Last week, Ethisphere Institute and Thomson Reuters presented the 2013 Global Ethics Summit in New York. Kelly Clark, general counsel...Read more
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Is the regulatory system in the US in need of repair? Former Federal Reserve chairman Paul Volcker thinks so. In a keynote address at...Read more
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As the SEC continues to contemplate what its final rules on pay for performance disclosures in executive compensation will be, Robin...Read more
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Many governance professionals complain about a lack of ethics in business. After all, you often find yourselves on the front lines of...Read more
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Preparing for provisions of the Patient Protection and Affordable Care Act that go into effect on January 1, 2014 presents several...Read more
February 2013
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Last week, the Society of Corporate Secretaries and Governance Professionals held its annual Essentials conference in Orlando, helping...Read more
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Last year was one of the most challenging years for corporate governance in recent memory. There were many significant changes in...Read more
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Pope Benedict XVI’s resignation may serve as an example governance professionals can use to discuss their code of conduct and how the...Read more
January 2013
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Issuers need to take note because when it comes to proxy fights, the activists are winning. Activist shareholders seeking...Read more
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The Allstate Corporation was honored as governance team of the year (large cap), and senior attorney Megan Pavich won the ‘rising star...Read more
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Krispy Kreme Doughnuts was a finalist in five categories at Corporate Secretary’s fifth annual Corporate Governance Awards, held in...Read more
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There are a number of lessons companies should have learned from the 2012 proxy season, when pressure from shareholder activists and...Read more
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The Hartford Financial Services Group was the winner for best proxy statement at Corporate Secretary’s fifth annual Corporate...Read more
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AOL vice president and deputy general counsel Damien Atkins received the governance professional of the year award in the small to mid...Read more
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Canada's Manulife Financial was the winner of the award for best overall corporate governance - international at Corporate Secretary’s...Read more
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A report issued this week notes that merger and acquisition activity fell sharply in 2012, resulting in the fewest acquisitions since...Read more
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The Society of Corporate Compliance and Ethics (SCCE) believes it may be time to give chief compliance officers primary responsibility...Read more
December 2012
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Is it time for all shareholder meetings to go virtual ? Legally that can’t happen yet, but there is a movement by shareholders and...Read more
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Until the SEC releases its rules on pay-for-performance disclosures in executive compensation, Robin Ferracone, CEO of executive...Read more
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If you haven’t been paying attention to who sits on your board, it is time you do. Board decision making is coming under so much...Read more
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It appears more companies are deciding that sustainability reporting is an important part of corporate governance that can provide...Read more
November 2012
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As reputational risk becomes a bigger concern for companies, an adjustment in hiring policies to include a more thorough series of...Read more
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Held in the nation’s capital in conjunction with the fall meeting of the ABA Business Law section, the meeting was called by John...Read more
October 2012
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The convergence of the IR and corporate secretary functions has been taking place over the last few years now; in 2013 it may be more...Read more
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A judge’s approval of a settlement in the bankruptcy of law firm Dewey & LeBoeuf could provide an interesting example of how the...Read more
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Whether due to new legislation being enacted or the ongoing maintenance fending off known risks within their industries, corporations...Read more
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Corporate Secretary held its Canada Think Tank 2012 at the TMX Broadcast Center in Toronto last week, and a number of key takeaways...Read more
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Over the last few years as states have found themselves in growing financial troubles, many began adjusting unclaimed property laws to...Read more
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Computershare, a global leader in transfer agency and share registration , employee equity plans, proxy solicitation and stakeholder...Read more
September 2012
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Supporters and detractors of President Obama’s Jumpstart Our Business Startups (JOBS) Act will have a lot to debate next year as more...Read more
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Many corporations underestimate the risks associated with not having an efficient policy for retaining and disposing of corporate...Read more
August 2012
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A stellar reputation can make a company plenty of money and a suspect reputation can cause a company plenty of pain. Managing...Read more
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Governance and compliance professionals heading to the Canadian Society of Corporate Secretaries (CSCS) 14th Annual Corporate...Read more
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David Masse, chairman of the Canadian Society of Corporate Secretaries (CSCS), says the initial meeting he organized in July, which...Read more
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Several complications resulting from TELUS Corporation’s recent attempt to consolidate its voting and non-voting shares into a single...Read more
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When it comes to fending off worldwide financial scandals, the world needs its financial market regulators to co-operate with each...Read more
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It’s very rare when everyone in the marketplace agrees about something at the same time, but in the case of Pershing Square Capital...Read more
July 2012
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Executive compensation was a major topic of discussion at the Society of Corporate Secretaries and Governance Professionals’...Read more
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When the first issue of Corporate Secretary rolled off the presses in July 2002, governance was not the major concern for CEOs and...Read more
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Earlier this month, American Stock Transfer & Trust Company (AST) rebranded Phoenix Advisory Partners in a strategic move the...Read more
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As Barclays' CEO Bob Diamond resigned under pressure this week while the bank deals with the aftermath of ongoing investigations into...Read more
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Whenever company A buys company B, there is always a chance the deal will not turn out to be as lucrative as the buyer intended. All...Read more
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The California Public Employees’ Retirement System (CalPERS), the California State Teachers’ Retirement System (CalSTRS) and GMI...Read more
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Investors with assets greater than $1.6 trillion are pushing for adoption of a shareholder resolution calling for News Corp to appoint...Read more
June 2012
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Shareholder actions are rattling US boardrooms in 2012, not only indicating some of investors’ greatest concerns but also pressuring...Read more
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Yes, there have been some fireworks attached to a few significant no votes, such as Citigroup, but the pass and fail totals are about...Read more
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However, it could also be a signal to corporations that boards may be pressured to replace their CEO in the future by disgruntled...Read more
May 2012
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On June 1 Walmart will hold its annual shareholder meeting, and already many institutional investors have telegraphed their intentions...Read more
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Canadian proxy season seems to offer a lot less drama this year, as many developments surrounding shareholder democracy, executive...Read more
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There has been a ‘disturbing’ increase in audit firm mistakes over the 2010-2011 audit cycle, Public Company Accounting Oversight...Read more
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Corporate Secretary reaches a major milestone with the publication of its 100th issue this month, further solidifying the magazine’s...Read more
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The current Foreign Corrupt Practices Act investigation involving Wal-Mart de Mexico raises questions about the level of effectiveness...Read more
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When Canadian Prime Minister Stephen Harper delivered his keynote speech to the World Economic Forum in Davos, Switzerland, in January...Read more
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Supporters of the newly enacted Jumpstart Our Business Startups (JOBS) Act say it contains provisions that make it easier for smaller...Read more
April 2012
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Hostess Brands’ announcement that it would roll back pay increases for top managers in the wake of its recent bankruptcy is welcome...Read more
March 2012
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The insurance industry has undergone significant change over the last 10 years , and directors and officers (D&O) insurance is...Read more
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Corporate secretaries are always faced with multiple challenges simultaneously, and this year offers more hurdles than most. To cope,...Read more
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When Canadian Prime Minister Stephen Harper’s government rejected Anglo-Australian mining company BHP Billiton’s $39 billion takeover...Read more
February 2012
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There’s good news and bad news for directors when it comes to compensation . The good news is that a number of factors could cause...Read more
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The Society of Corporate Secretaries and Governance Professionals (SCSGP) held its 2012 Essentials Conference in February at Disney’s...Read more
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The recent stock market rally in the US may have many boards of directors optimistic that when 2012 is over, they will be able to say...Read more
January 2012
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Corporate Secretary held its annual East Coast Think Tank on November 10 in New York , where more than 50 corporate secretaries and...Read more
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The Washington Post and several other news outlets reported on Tuesday that Carla Smits-Nusteling, the chief financial officer of...Read more
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Often, it’s not what you do but how you do it that grabs people’s attention. Transparency has always been an integral part of...Read more
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The compliance program at Baker Hughes is widely considered among the oil and gas industry’s best , and this year’s governance...Read more
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Governance has always been a global concern, but as the worldwide financial crisis has intensified , regulators have stepped up their...Read more
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If there’s anyone who knows the inner workings of the corporate secretary’s office , it’s Stephen Norman, winner of the lifetime...Read more
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Doing more with less is a mantra that many companies espouse, but to effectively execute such a strategy, you need an efficient, hard-...Read more
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Making something that’s difficult to understand more accessible for others is a very difficult job – and making a proxy statement easy...Read more
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It isn’t often that you find a person who will not only step up to the plate and do their job in expert fashion when times are tough,...Read more
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In governance circles, just try to start a discussion about the amount of influence proxy advisory firms have over corporate decisions...Read more
December 2011
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The increased focus on executive compensation has resulted in a number of changes at publicly traded companies in 2011. Equilar...Read more
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Women in corporate circles have had a pretty good year in 2011 . There are now 15 women serving as CEOs of Fortune 500 companies – the...Read more
November 2011
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The Spencer Stuart Board Index governance survey for 2011 says only 294 new directors joined boards of S&P 500 companies during...Read more
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An unprecedented gathering of publicly traded companies, regulators, proxy services providers, public interest groups and other...Read more
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Roy Snell has a simple message for anyone who really wants to put a stop to Wall Street corruption – or business corruption of any...Read more
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Expect to see more shareholder activism in 2012, says Okapi Partners president and CEO Bruce Goldfarb. In an exclusive interview with...Read more
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Now that the super committee has failed in its attempts to arrive at a more sensible solution to cutting more than $1.2 trillion from...Read more
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A number of important shifts are taking place in the world of information management
as companies struggle with the challenges...Read more
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GMI says that in addition to the 38 companies that received failed say on pay votes in 2011, another 157 companies in the Russell 3000...Read more
October 2011
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As the Occupy Wall Street protests spread nationally and internationally this week, executives at many corporations are probably...Read more
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Corporations will always have a need to communicate with their shareholders, but changing regulations, new technologies and evolving...Read more
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Last week, the proxy adviser issued several proposed changes to its policy voting recommendations for next year – changes that should...Read more
September 2011
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The board of the largest maker of games played on Facebook last week approved three tiers of stock that give CEO Pincus 70 times more...Read more
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The board of the largest maker of games played on Facebook last week approved three tiers of stock that give CEO Pincus 70 times more...Read more
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Two months after announcing that NYSE Euronext had agreed in principle to be acquired by German exchange operator Deutsche Börse for $...Read more
August 2011
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Now that governance issues seem to be dictating more shareholder actions, corporate secretaries at small and mid-sized companies might...Read more
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Over the last decade, institutional shareholders have been fighting to gain more influence over Canadian issuers, and indications are...Read more
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After presiding over a successful national conference in June, Society of Corporate Secretaries and Governance Professionals’ (the...Read more
July 2011
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Expect a more proactive and collaborative agenda under Ken Bertsch, the newly installed president and CEO of the Society of Corporate...Read more
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Holding on to unclaimed property could soon begin hurting corporate bottom lines as cash-strapped states adjust their escheatment...Read more
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The political gamesmanship that has turned the urgent need to raise the US debt limit into a countdown to the first-ever downgrade of...Read more
June 2011
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At a time when it seems the value of almost everything is diminishing, a recent survey suggests that integrity is increasing in value...Read more
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Here was Lehman, a 158 year-old firm with one of the best reputations on Wall Street, filing the largest bankruptcy in US history to...Read more
May 2011
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Shareholders have the right to know how compensation is calculated , and corporations should view say-on-pay votes as part of an...Read more
