Month: November 2017

California Treasurer pushes CalPERS & CalSTRS to Adopt Diversity Standard of “30 and 30” for Corporate Boards

Kudos to California Treasurer John Chiang, who is calling on corporate boards to adopt diversity standards of 30% women and 30% diverse representation, i.e., sexual orientation, cultural and ethnic composition. Mr. Chiang is asking the country’s two largest public pension funds, CalPERS and CalSTRS to put further pressure on corporate boards to adopt this diversity …

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U.S. SEC Enforcement Division Issues Report on Priorities & FY 17 Enforcement Results

On November 15, 2017 the U.S. Securities and Exchange Commission’s Enforcement Division issued its annual report outlining its priorities, in addition to a review of FY 2017 enforcement action results. The priorities described in the report focus on five principles: Focus on the Main Street Investor Focus on Individual Accountability Keep Pace with Technological Change …

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Glass Lewis Releases Updated 2018 Policy Guidelines

Glass Lewis recently updated its 2018 U.S. Policy Guidelines. The underlying theme in most of the updates will be how well a company “discloses” its information. Disclosure is key. The summary of changes covers: board gender diversity, dual-class share structures, board responsiveness, virtual shareholder meetings, director commitments, CEO pay ratio, and pay-for-performance. Full summary and …

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Apple: First Company to Include Board Analysis to Exclude Shareholder Proposal

Issue: Whether Apple’s operations in China sufficiently promote human rights by offering products designed to “help internet users evade censorship” by the Chinese government.  Or, put differently, whether Apple’s offering of products in China promotes freedom of expression and access to the internet in China. Government and censorship, human rights, and free speech. So what …

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ISS 2018 Policy Updates Address: Gender Pay Gap Disparity, Non-Executive Director Pay & Poison Pills

ISS released its 2018 Policy Updates effective for shareholder meetings held on or after February 1, 2018. As it pertains to the Americas, just a few policy updates, but rather noteworthy ones touching on gender pay gap disparity shareholder proposals, non-employee director pay, and poison pills, among other changes following these policy updates including shareholder …

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SEC Corp Fin Provides Clarity Regarding New Shareholder Proposal Guidance

Clarity, a beautiful thing. U.S. SEC Corporation Finance Senior Special Counsel Matt McNair (accompanied by Davis Polk’s Ning Chiu) recently joined TheCorporateCounsel.net’s webcast “Shareholder Proposal Guidance” to provide clarity on Corp Fin’s new shareholder proposal staff legal bulletin (as discussed in previous blog post). Key takeaways regarding Rule 14a-8(i)(7) “ordinary business” and Rule 14a-8(i)(5) “economic …

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KPMG: Three Questions Boards Should Ask About the Governance Team

How well does the board know its governance team? KPMG Senior Advisor to the Board Leadership Center Stephen Brown raises three very insightful and thoughtful questions for boards to consider in this well done KPMG Directors Quarterly. The article raises three very salient points for boards to consider asking the CEO in its assessment of …

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Nelson Peltz: Not so Fast Procter & Gamble, I Won–Now Let Me Into your Boardroom

Cut the music and hold the victory dance. In shocking (and what some are calling embarrassing) news for Procter & Gamble (P&G), an official vote tally has revealed that activist hedge fund manager Nelson Peltz may have potentially won a seat on its board. Yikes. You might recall, weeks ago P&G claimed victory believing it …

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