corporate governance Articles


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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Take Your Compensation Disclosure to the Next Level by Reporting Realizable Pay

More companies are disclosing realizable pay in their proxies, which can be a strategic advantage for helping investors and proxy advisors better understand your pay programs. In this article, we explain how to effectively tell your compensation story through this supplemental disclosure. 

Published: August 2019
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ISS Survey Hints at Changes to Board Composition and Climate Risk Oversight

ISS took the first step in its annual policy update process when the firm sent its policy survey to clients this month. Companies and investors have until August 9 to submit feedback. Questions touch on board diversity and overboarding, climate risk and pay-for-performance metrics. 

Published: July 2019
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Broad Corporate Governance Changes Proposed in Canada

The federal government of Canada introduced Bill C-97, which proposed several important amendments to the Canada Business Corporations Act (CBCA).

Published: May 2019
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Glass Lewis Updates Proxy Reports to Reflect Sustainability Metrics and Corporate Meetings

Glass Lewis made notable updates to its 2019 proxy season reports, including analyzing how new sustainability standards impact issuers and disclosing whether it has met with a company.

Published: March 2019
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Investors See Expanded Role for Boards of Directors in Overseeing Corporate Culture

As part of their annual shareholder engagement, State Street and BlackRock are urging boards to do more in overseeing corporate culture; this vision would greatly expand the traditional role of boards and continue to elevate ESG issues.

Published: February 2019
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How the SEC’s Hedging Disclosure Rule Will Impact Public Companies

The SEC finalized a long-awaited hedging rule from the Dodd-Frank Act in December 2018. The rule requires disclosure of companies’ anti-hedging policies for all employees. We explain how companies need to comply.

Published: January 2019
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ISS Policy Changes May Make It Harder for Some Companies to Obtain Equity Share Approval

ISS has clarified how it will implement changes to its Equity Plan Scorecard and released updated burn rate tables. The changes could make it harder for some companies to win approval for new shares or receive approval for as many shares as in the past.

Published: January 2019
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What Public Companies Should Know About New Standards for ESG Disclosure

A significant number of investment managers have pledged support for new industry-specific environmental, social and governance reporting standards for public companies that were recently published by the Sustainability Accounting Standards Board. At a minimum, a company should be conversant in the SASB standards for its industry and assess to what extent it believes the standards are relevant to the company.

Published: December 2018
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What We Learned from CEO Pay Ratio Exemptions

The CEO pay ratio rule allows three types of employee exemptions from calculating the pay of the median employee. With the first year of disclosures mostly behind us, we take a close look at how these exemptions were used and whether they proved beneficial for companies.

Published: November 2018
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ISS, Glass Lewis Issue 2019 Policy Updates with Focus on Pay-for-Performance and Diversity

ISS' newly released draft policy updates for 2019 would swap GAAP metrics for EVA and adopt a voting standard around board diversity. Glass Lewis’ final policies are extensive in both compensation and corporate governance topics. We explain what the updates entail. 

Published: November 2018
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SEC Takes Closer Look at Conflicts of Interest at Proxy Advisory Firms

The SEC has ramped up its scrutiny of proxy advisory firms when, earlier this month, the agency made the unusual decision to rescind the findings from two No Action Letters that were issued by SEC staff in 2004. The letters asserted that investment advisers could rely on proxy advisory firms’ maintenance of policies and procedures to alleviate potential conflicts of interest. We explain the potential implications of the latest action for the corporate governance community.
 

Published: September 2018
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What to Consider When Calculating Your CEO Pay Ratio in Year 2

Deciding whether to re-identify your median employee is a key question going into the second year of CEO pay ratio disclosures. We explain when the SEC requires companies to re-identify the median employee and the circumstances under which it’s not required but a good idea.

Published: September 2018
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