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Content Proposals - Executive Compensation

For the foreseeable future, the Compensation Discussion & Analysis will be one of the most sensitive items of disclosure that corporations publish. Shareholders seize upon the “Say on Pay” voting item to express their dissatisfaction with poor – or poorly explained – compensation practices, and use a “no” vote to express dissatisfaction at corporate performance. Read more »

Content Proposals - Audit Committee Reports

Audit committees have many important responsibilities and, rightly or wrongly, are often blamed when things go wrong, whether it’s a financial restatement or a compliance matter. However, most companies limit audit committee disclosures to the minimum requirements – the composition of the committee (independence, financial literacy, etc.) and boilerplate about the selection of the auditors. Read more »

Content Proposals - Board and Committee Effectiveness

Investors continue to search for ways to assess whether the boards of the companies in which they invest are comprised of the right people and have the skills and abilities to do their jobs well. Read more »

Content Proposals - Directors and the Board

Humanizing the Board is one of the toughest challenges in preparing proxy statements and other disclosures. First, people who draft disclosure documents are generally not skilled at conveying the intangible qualities that make for a good director. (This also reflects that securities lawyers are trained to avoid assertive disclosures in favor of more cautionary language.) Second, the board is not just a group of individuals; ideally, it operates as a collective with its own dynamics and personality. How do you demonstrate that your board members are great individuals who act as a group? Here are some suggestions: Read more »

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