To borrow a phrase from the Bard of Avon, ‘Now is the winter of our discontent.’ That phrase was uttered at the very beginning of King Richard III by the title character himself. He goes on to lay out his detailed plans to the audience – plans involving murder, lies, seduction and the stealing of the throne of England itself. As Richard says, ‘I am determined to prove a villain.’
But that kind of planning and plotting is hardly useful to most...
Recent articles
No one is surprised that the government is continuing to investigate cases in options backdating, the latest corporate scandal du jour. And no one is surprised that some executives will be going to jail. After all, in today’s political climate, that’s become virtually de rigueur.
Catching many by surprise, however, is how persistent the legal actions are getting and who government prosecutors are targeting. Look, for example, at the options backdating inve...
The Public Company Accounting Oversight Board (PCAOB) born out of the Sarbanes-Oxley Act is set to depend more on non-US auditing firms and oversight structures in monitoring public companies. As far back as 2005, it had predicted international auditing standards would greatly improve. Under Rule 4012, the board gave itself room to ‘adjust its reliance’ on the inspections of foreign auditors as it gained confidence in the level of independence and rigor of those ...
Would you measure your sales effectiveness by looking at whether or not you had a sales force in place and whether or not they were trained? Would you measure the effectiveness of your logistics by simply analyzing the design and operation of current processes? Would you measure the effectiveness of your manufacturing by inspecting the machines that created the products that you sell?
Of course not. You measure effectiveness (really performance) by analyzing t...
Early in my career, I was working at the Mayo Clinic in Rochester, Minnesota. I was being trained in to a new department by a fellow I will call Bob. Bob and I met with a physician who listened to Bob describe his work on a billing form. Apparently this was not their first discussion about this form. The form was intended to reduce billing fraud. I noticed the physician was starting to shake. His face was turning a very unnatural color of red. I wasn’t quite sure w...
It seems that every passing year is marked as a watershed for investor rights. The 2007 proxy season was unique for many reasons, not least of which being it was the first year following bolstered compensation disclosure rules. Shareholder proposals soared in certain areas and serious advances were made in relation to a shareholders’ ability to directly influence the actions of directors.
Many people involved in corporate governance and compliance functions ...
Of all the various correctives to excessive executive compensation available to companies, clawbacks may be one of the least controversial. Even so, many corporate secretaries and boards fail to truly understand the issues surrounding them and their use.
‘Clawbacks’, the increasingly popular term for companies’ recovering unearned pay, typically occur when an executive has received an award based on stated performance, which later turns out to have been ...
On March 31, 2006, the French Commercial Code was amended to implement the 2004 European takeover directive and to enable poison pills. This enabling legislation was a political compromise, written just weeks before the May 2006 deadline, and just after a series of high profile hostile takeover bids for French companies. In a country where hostile takeovers were historically rare, fear and rumors that national jewels such as Suez and Danone could be snapped up were c...
Last year, companies could still dismiss the idea of reporting about climate change and other more speculative environmental risks as something too insubstantial to bring to investors’ attention. This reporting season, the conversation has shifted dramatically. Not only are companies expected to address how their business affects the environment, but the best are committing to concrete action and reporting on these commitments publicly.
American Electric Power (AE...
Companies have seen some revolutionary times in the last few years. With corporate scandals, extended governance regulation and recent financial upheaval, business as usual is no longer possible, let alone acceptable. As corporations have had to change, one of the positions most affected has been that of the corporate secretary.
At first glance, the 2007 report on corporate secretary compensation by the Society of Corporate Secretaries and Governance Professionals w...
