corporate governance Articles


ISS Releases Policy Updates Covering Board Diversity and Accountability

ISS has finalized its 2021 policy updates that cover board composition, shareholder proposals and more. The updates do not include executive compensation topics, which the firm will likely cover in updated FAQs next month.  

Published: November 2020
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San Francisco Passes a Tax on Companies Based on Their Executive Pay Ratio

San Francisco voters passed a new pay ratio tax this month for companies operating in city limits that becomes effective in 2021. We explain what businesses need to know.

Published: November 2020
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ISS Informs S&P 500 Companies That It Won’t Provide Draft Reports Prior to Publication

This regulatory update summarizes the broader context of ISS’ announcement, the firm’s rationale and the potential impact to proxy voting recommendations and voting outcomes.

Published: November 2020
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New ISS Guidance on Pandemic-Related Pay Decisions May Influence Disclosure and Shareholder Engagement

ISS’ preliminary FAQs provide some guidance for companies preparing for the upcoming proxy season as year-end compensation and program decisions are being made.

Published: October 2020
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The Impact of U.S. Trade Policy on Business and Talent Plans at Multinational Pharmaceutical Companies in China

Despite increased U.S. trade restrictions, China remains a key market with strategic importance for foreign pharmaceutical and medical device companies, many of whom anticipate making additional investments in their business and human capital.

Published: October 2020
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ISS Launches Open Comment Period for Potential 2021 Policy Updates

As part of its annual policy review and update process, ISS has issued draft 2021 policy updates for comment until October 26. While the proposed changes cover a variety of topics, they do not include executive compensation for the second consecutive year.

Published: October 2020
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ESG Groups Form Partnership to Create Framework for Corporate Disclosure of Sustainability Metrics

With ESG issues gaining prominence among institutional investors, there is a need in the market for standards to evaluate how organizations are addressing these issues.

Published: September 2020
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New SEC Rule Requires First-Time Disclosure of U.S. Companies’ Human Capital Management

The new rules are principles-based, but the SEC did give examples of what could be considered material and worth including. Companies will be well-served to start preparing for disclosure now.

Published: September 2020
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Top Five Trends in Board Leadership and Pay at Public Companies

Board leadership structures and compensation can vary greatly depending on company size. Our research reveals key data, such as trends in stock ownership guidelines, types of perks that are declining and differences in how pay is structured for CEOs and executive chairs.

Published: September 2020
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New SEC Rules Could Alter the Proxy Voting Process; Here’s What Companies Should Know

Although uncertain, there are several potential implications of the new SEC rules — from raising the importance of company statements in response to a proxy firm’s recommendations to a lag in proxy voting, resulting in less visibility of potential voting outcomes. In any case, effective shareholder communication will be more important than ever.

Published: August 2020
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ISS Releases 2021 Policy Survey: Key Topics and Questions to Consider

ISS is collecting shareholder feedback on potential changes for its global voting policies in 2021. Here’s a summary of core topics and questions included.

Published: August 2020
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In a Post COVID-19 World, Human Capital Is at the Forefront for Financial Services Firms

Originally published in Bank Director, this article dives into the business challenges of the COVID-19 pandemic and resulting economic slowdown, and highlights key lessons and tips to consider.

Published: July 2020
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Businesses in Distress or Filing Bankruptcy Should Reassess Compensation Arrangements

The wave of companies operating in distress or under bankruptcy protection due to a global economic slowdown should consider rules and best practices for employee and executive pay.

Published: June 2020
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Today’s Crises Will Test Corporate Boards; Here Are Five Ways to Build Resiliency

Given the enormous risks presented by the COVID-19 pandemic and a renewed focus on social justice issues across the United States and globe, boards that have begun to address ESG issues in a material fashion will be better positioned to navigate current and future challenges. Below, we examine five steps boards can take to ensure they have the right processes in place. 

Published: June 2020
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Rewards Solutions Spotlight: Rethinking Your Incentive Strategy as the Market Turns

In our current state of market volatility, we are left with the fundamental question: How do we manage compensation in the current environment? This Q&A offers insights from the voices of our executive compensation and corporate governance leaders into what we are hearing from clients, key considerations for your business and principle approaches firms should be taking to effectively sustain their business.

Published: May 2020
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Glass Lewis Will Incorporate “Unedited” Company Feedback into Proxy Voting Reports

Glass Lewis gives companies the last word with its latest update permitting unedited company feedback in voting reports.

Published: April 2020
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Australian Insurance Firms Adjust Rewards and Workforce Plans for a Changing Economy

With Australian insurers already facing headwinds prior to COVID-19, firms are rapidly adjusting rewards and hiring plans amid economic turmoil and uncertain times ahead.

Published: April 2020
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Proxy Advisors Issue Guidance on Executive Pay and Governance Changes Due to COVID-19

ISS and Glass Lewis announce updated guidelines on how they will evaluate governance policies — from compensation changes to dividend payouts — in this changing environment.

Published: April 2020
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Understanding New SEC Guidance for Virtual Meetings and Filing Delays Due to COVID-19

In light of the ongoing COVID-19 pandemic, many issuers are holding virtual shareholder meetings for the first time. New SEC guidance addresses how firms should approach this change and also offers some filing relief related to the virus.  

Published: April 2020
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Considerations for Your Total Rewards Strategy in Response to COVID-19

The COVID-19 pandemic creates a wide range of challenges for business leaders to consider. When it comes to total rewards, here are the key issues to address. 

Published: March 2020
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Glass Lewis Opens Peer Submission Window Through January 31, 2020

Glass Lewis is changing its peer submission process and peer group methodology for 2020, making it important for companies to stay up-to-date. Here’s what you need to know.

Published: December 2019
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Tips for Addressing Underwater Equity During Market Volatility

Recent volatility in the stock market for the life sciences sector is a good reminder for public companies to examine their approach to employee equity that loses value due to drops in the market. Here are our tips for addressing equity with diminishing value.

Published: December 2019
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ISS Opens Peer Group Submission Window and Finalizes 2020 Policy Guideline Updates

ISS is allowing companies to submit their self-selected peer groups for consideration until December 6, 2019. The proxy advisory firm will take into account a company's own peer selection in developing its pay-for-performance peer group. Separately, ISS has finalized its policy voting guidelines for 2020 for U.S.-based companies.

Published: November 2019
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SEC Proposes Rules That Regulate Proxy Advisory Firms

The SEC has continued its focus this year on the activities and influence that proxy advisory firms have on the proxy voting process. On November 5, 2019, the SEC approved, by a 3-2 party-line vote, proposed rules to regulate proxy advisory firms. In this article, we describe how the new rules would impact issuers and clients. 

Published: November 2019
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ISS Adds Climate Scorecard to Proxy Reports, Recognizing the Rise of Sustainable Investing

A new rating has been added to ISS’ proxy reports that’s focused on climate awareness. In this article, we highlight key components of the scorecard and its impact for issuers. 

Published: October 2019
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ISS Releases Draft Policy Updates for 2020; Executive Compensation is Notably Absent

ISS is proposing changes to its U.S. policies on problematic governance structures, independent board chair proposals and share buybacks. Here’s a summary of potential implications for U.S.-listed companies.

Published: October 2019
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How U.K. Companies are Calculating the CEO Pay Ratio in First Year of Disclosure

The CEO pay ratio rule in the U.K. allows companies to choose from three different methodologies. While we see a favoured approach so far, there are technical considerations to make when selecting the right one. Read our article for the latest disclosure trends and tips for complying with the new rule.

Published: September 2019
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As Pay Ratio Enters Its Third Year, Here’s What We Know So Far

To date, no company has won or lost vote support as a result of their pay ratio disclosures. With proxy advisory firms remaining silent on this issue so far, we don’t expect that to change.

Published: September 2019
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Preparing for the 2020 Proxy Season and a Lookback at 2019 Say-on-Pay Voting in the U.S.

In this article, we examine say-on-pay voting results and trends by industry as well as provide advice on steps to take to prepare for the 2020 proxy season. 

Published: September 2019
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SEC Issues Interpretive Guidance on Proxy Advisory Firms

The SEC recently published two sets of interpretive guidance dealing with proxy advisory firms and their use by investment advisers. The guidance addresses the voting responsibilities of investment advisers and provides clarity to the SEC’s interpretation of the proxy solicitation rules as they relate to the voting guidance provided by proxy advisory firms.

Published: September 2019
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