Just Do It! Board-Shareowner Communications for 2011

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NACD’s Annual Corporate Governance Conference opened with a topic that hangs heavy in the air. The first plenary session concentrated on board-shareholder communications in the aftermath of the passage of the Dodd-Frank Act.

The panelists for “Just Do It! Board-Shareowner Communications for 2011” were CalSTERS’ Janice Hester Amey, The Corporate Library’s Nell Minow, Computer Associates’ Bill McCracken, and Broadridge’s Marvin Sims. The panel tackled the hot topic issues related to the Dodd-Frank Act such as say-on-pay, majority voting, executive compensation, and separation of the CEO and chairman. While consensus on these topics was elusive, panelists did agree that the next year will be a “bumpy ride” for both boards and shareholders.

The panelists agreed that the Dodd-Frank Act is intended to improve board-shareowner communications; however, the results will likely be mixed. For example, proxy access was a point of disagreement amongst the panelists; some believe it will help foster greater accountability to the shareholders, while others believe it is not well thought-out as presented by the SEC.

Conversation also turned towards executive compensation. Nell Minow believes “nothing is more central than compensation.” Countering Ms. Minow was Bill McCracken, who emphasized that there should not be over-reliance on compensation, as there is more to consider when anticipating the failure or success of the board.

Nell Minow Bill McCracken Janice Hester Amey Marvin Sims
Editor and Co-Founder, The Corporate Library CEO, CA Technologies; Director, NACD Portfolio Manager, California State Teachers’ Retirement System (CalSTRS) Vice President of Regulatory Affairs, Broadridge

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