Financial Regulatory Forum

Corporate governance: succession planning through crises and emergency transitions

By Alex Lee

NEW YORK, March 23 (Business Law Currents) – In an environment of increased corporate governance scrutiny, succession planning through both departures and crises is a focal point for shareholder interests and transparency-related issues. Companies historically kept succession plans close to their vests, but recent succession episodes at Apple Inc., Bank of America Corpand Hewlett-Packard have highlighted the multitude of issues that shareholders have with respect to the concern shown by boards on such a significant matter.

In October 2009, the Securities and Exchange Commission (SEC) reversed its long-held position whereby the exclusion of shareholder requests for disclosure of succession plans from proxy statements was allowed. The SEC clearly recognized that succession planning-related matters are within the remit of shareholder proposals, and that boards must significantly address the issues as leadership voids or uncertainty could adversely affect companies. (more…)

Corporate governance: SEC, shareholder activism driving enhanced director disclosure

By Alex Lee

NEW YORK, Feb. 17 (Business Law Currents) – With a slew of Dodd-Frank and SEC driven regulations headlining the 2012 proxy season, enhanced director disclosure will be a prominent issue as investors demand heightened corporate accountability and broader levels of transparency. Rules put in place a couple years ago on compensation policies, risk incentivizing, director/nominee disclosure, board structure and oversight have now had the time to incubate sufficiently for companies to respond in a serious manner.

The Main Street versus Wall Street debate and the ensuing Occupy Wall Street movements have done much to expand public angst from mere disgruntlement with corporate America to even more emphasis on corporate governance in general. The public battle is now being waged increasingly on the battlefield of executive compensation, and as a consequence, on director disclosure. (more…)

Corporate Governance: proxy advisory guidelines and the shifting landscape of benchmarking executive compensation

By Alex Lee

NEW YORK, Jan. 30 (Business Law Currents) – Last year’s introduction of say-on-pay regulations via Dodd-Frank helped to arm shareholders with the capacity to disapprove compensation policies, but the SEC’s evolving compensation disclosure regulations and recent updates from proxy advisory firms’ guidelines indicate that executive compensation remains a key issue. While the post-Lehman headlines of public outrage and calls for legislative scrutiny over executive compensation may have waned, now more than ever, companies need to exercise great care when considering executive compensation policies.

Boards are stuck between a rock and a hard place. On one hand, they must recruit, retain, incentivize, and properly compensate prized executives. On the other, the must deal with a growing public animosity towards excessive executive compensation and shareholder unrest, especially in periods where companies are not performing optimally. (more…)

Broad swath of CEOs line up against “Wall Street” reform provision – Washington Post

The U.S. Senate may call its financial regulatory overhaul a “Wall Street reform bill,” but corporate leaders from across U.S. industry are lining up to oppose one of  its provisions, the Washington Post writes. The newspaper says chief executives are lobbying to kill a “proxy access” provision of the legislation that would make it easier for shareholders to nominate board directors at publicly traded companies, and thus exercise a tighter rein on management.

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INTERVIEW – Proxy access for all, U.S. SEC Commissioner says

By Rachelle Younglai

WASHINGTON, Feb 9 (Reuters) – All publicly traded companies should be required to give shareholders a way to influence the composition of their corporate boards, a top U.S. Securities and Exchange Commission official said on Tuesday.

Luis Aguilar, one of five officials who decides on federal securities rules, said companies should not be given the option to opt out of potential rules being considered by his agency.

“It’s a slippery slope,” SEC Commissioner Aguilar told Reuters in an interview. Aguilar said giving companies such an option could lead to other exemptions.

Shareholders need real voice: U.S. SEC chief

U.S. Securities and Exchange Commission Chairman Mary Schapiro bites her lip as she listens to questions during her testimony before the Senate Banking Committee on Capitol Hill in Washington, June 22, 2009.    REUTERS/Jim Young    (UNITED STATES POLITICS BUSINESS IMAGES OF THE DAY)   NEW YORK, Nov 4 (Reuters) – The top U.S. securities regulator on Wednesday called on Corporate America to upgrade its proxy voting practices to ensure shareholders a greater voice in governing the companies they own.

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US SEC won’t finalize proxy access for board nominations until early 2010

Mary Schapiro, chairman of the Securities and Exchange Commission (file photo) WASHINGTON, Oct 2 (Reuters) – Finalizing a controversial proposal to give U.S. investors a cheaper and easier way to nominate corporate directors is taking longer than expected and securities regulators will not vote on it until early in 2010.

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