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Articles 31 - 34 of 34
Full-Text Articles in Law
Chairing The Board: The Case For Independent Leadership In Corporate North America, Millstein Center For Corporate Governance And Performance
Chairing The Board: The Case For Independent Leadership In Corporate North America, Millstein Center For Corporate Governance And Performance
Ira M. Millstein Center for Global Markets and Corporate Ownership
The number of non-executive chairmen at companies in North America has been increasing year by year. Recent figures, according to the 2008 Spencer Stuart Board Index, indicate that the last decade has seen a growing trend in separating the roles of the Chief Executive Officer (ceo) and the chairman of the board. In 1998, 16% of the s&p 500 featured distinct chairmen. Data shows that in 2008 as many as 39% appoint someone other than the ceo to chair the board. Traditionally, even in companies that split the role, the chairman was not completely independent, but rather commonly the ex-ceo …
Voting Integrity: Practices For Investors And The Global Proxy Advisory Industry, Meagan Thompson-Mann
Voting Integrity: Practices For Investors And The Global Proxy Advisory Industry, Meagan Thompson-Mann
Ira M. Millstein Center for Global Markets and Corporate Ownership
Accountability of corporate boards to shareowners rests in large part on the integrity of the system by which investors vote their proxy ballots. Shareowners rely on the vote to affect the governance of a company; corporate directors see the vote as a barometer of investor confidence in board stewardship. Outcomes determine the fate of director tenure, mergers, acquisitions, capital raising, remuneration plans and other critical decisions with sometimes profound consequences for stakeholders and the marketplace.
However, this briefing finds that the proxy voting system in the US and other markets is chronically subject to criticism that it is short on …
Talking Governance: Board-Shareowner Communications On Executive Compensation, Stephen Davis, Stephen Alogna
Talking Governance: Board-Shareowner Communications On Executive Compensation, Stephen Davis, Stephen Alogna
Ira M. Millstein Center for Global Markets and Corporate Ownership
Advantages stemming from board-shareowner communications on governance and executive pay outweigh the potential risks and costs of such dialogue. Regulation FD in the US should be seen as a caution rather than a barrier to such communication. Prompted by universal adoption of advisory ‘say on pay’ resolutions, UK companies have moved to integrate regular engagement with domestic investors into the annual process of framing corporate remuneration policies. Most US companies have not fully endeavored to engage their shareowners in the same manner, but some—motivated sometimes by crises—are experimenting with various models of dialogue. Companies can best manage effective engagement when …
Does "Say On Pay" Work? Lessons On Making Ceo Compensation Accountable, Stephen Davis
Does "Say On Pay" Work? Lessons On Making Ceo Compensation Accountable, Stephen Davis
Ira M. Millstein Center for Global Markets and Corporate Ownership
Based on a review of UK experience, advisory shareowner votes on executive compensation policies (“say on pay”) appear practical for adaptation in North America and other markets. They represent a lever that could strengthen both boards and shareholders in the quest to better align top corporate pay with performance. But they are hardly a panacea on their own. They are likely to spur dialogue between boards and shareholders. However, market parties in the UK—which pioneered the advisory vote concept — remain concerned that boards and investors are each falling short of success in tethering pay to performance. US players may …