Leveling with investors in the proxy statement
When George Orwell famously said ‘the great enemy of clear language is insincerity’, he wasn’t referring specifically to proxy...
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Boardroom archive
SEC and others closely monitoring fee-shifting bylaws
The debate over board accountability is gaining ground with a noteworthy increase in the number of companies that have...
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The outsized impact of counting abstentions on shareholder proposals
As we enter the thick of proxy season, it’s worth revisiting the structural bias against shareholder-sponsored proposals in most...
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Concern over SEC's authority creep in FCPA enforcement
In cautionary articles about toughening FCPA enforcement by the Department of Justice and the SEC, a lot of attention has been...
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Executive search firms must consider diversity when recruiting directors
Calling an executive search firm out when it fails to deliver a broad enough selection of candidates for a position on the board...
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New rules for Canadian hostile takover bids
In mid-March, Canadian securities regulators are expected to release a draft proposal to address concerns that current rules for...
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Investors seek more disclosure about board diversity efforts
The Thirty Percent Coalition is making another big push to expand the number of women serving on the boards of the largest US...
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Shareholders still unhappy with proxy disclosures
Companies are still falling short when it comes to explaining the rationale for their executive pay programs, according to the...
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Confronting the FCPA wrinkle in CSR practices
Companies whose operations have an impact on local communities are increasingly extending their stakeholder engagement efforts by...
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Smarter thinking on cyber-security risks
Two weeks ago, I attended a cyber-attack simulation exercise presented by PwC, which has turned to ‘gamification’ in its...
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