|
|
Insights on
governance, the board of directors,
|
|
Ralph Ward's
latest book www.thenewboardroomleaders.com Boardroom INSIDER is the online newsletter for better boards and better directors (www.boardroominsider.com). Ralph Ward, publisher, is also author of the books The New Boardroom Leaders, Saving The Corporate Board, Improving Corporate Boards - The Boardroom INSIDER Guidebook, and 21st Century Corporate Board. For a free trial subscription, visit the Boardroom INSIDER info page, or call (989) 833-7615.
|
Boardroom INSIDER News ........9/10 PROXY ACCESS - CORPORATE BOARD ELECTION CAMPAIGNS? Corporate board members have faced a lot of new rules and regulations over the past few months, but the new “proxy access” rules passed by the Securities and Exchange Commission on August 25 will “hit them where they live by making it easier to vote them out,” says the September issue of online governance monthly Boardroom INSIDER. Publisher Ralph Ward probes the new SEC rules in this issue. They allow investor groups meeting certain thresholds to nominate their own candidates for corporate board elections. Even with this new power, though, Ward suggests that board ballot battles remain unlikely without serious company underperformance. “High exec pay and poor governance, such as staggered boards, tend to be forgiven if results are holding up.” Ward also notes that few investors at larger corporations come up to the three percent ownership-threshold required, and would need to pool their holdings and pick a shared nominee. Given the politics and personalities of big funds, this could be tricky. “Boards should ask management to examine whether their investor profile has more cooperators -- or squabblers.” Finally, Ward writes that, even with their new proxy powers, big shareholder funds will remain more likely to negotiate governance changes or board nominees than launch ballot campaigns. “The SEC rules will strengthen the investors’ hands” -- especially if some boardroom proxy coups succeed in 2011.
Boardroom
INSIDER is now Twittering! Join us at
P.O. Box 196 |