Author Archives for Michael W. Peregrine

A Seminal Challenge for the Audit and Compliance Committee

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Federal deregulation efforts are taking place while at the same time we are witnessing heightened expectations of governance accountability. The rapid convergence of these two trends is creating a seminal challenge for the audit and compliance committee of many corporate boards. At the surface, it is hard to spot any corporate negatives to the administration’s deregulation initiatives. Indeed, boards may well embrace the expectation of relaxed regulations and more limited civil and criminal enforcement activity. Yet, there is a legitimate concern that executives and line managers who are ordinarily prone to “push the edge of the envelope,” may interpret deregulation... Read More


Emerging Governance Lessons from Equifax

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It’s way too early to make any judgments on board conduct in the Equifax controversy. That’ll be for the courts to decide, and they’ll take a long time getting there. But it’s not too early to draw some useful governance lessons from the situation, if media reports are to be believed. And these are lessons that apply regardless of whether the board serves a publicly held, privately owned or nonprofit corporation. Some of these lessons relate to the board’s crisis management responsibilities. Others relate to the oversight of the board-CEO relationship. Still others invoke expectations of board cybersecurity oversight. All... Read More


Revisiting the Scope of Clawback Coverage

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It remains appropriate for the boards of companies to prioritize discussion of the application of executive clawbacks in their compliance and compensation agendas, regardless of the initiatives in Congress to reform the Dodd-Frank Wall Street Reform and Consumer Protection Act. Indeed, a series of public developments this year should be prompting boards to consider expanding the scope of existing “clawback” provisions listed in executive compensation agreements. When well-crafted, they can help prevent fraud, malfeasance, or damage to the corporate reputation. A Short History The concept of compensation recoupment as an executive sanction has its roots in the corporate responsibility provisions of the Sarbanes Oxley Act of 2002 and related enforcement actions by... Read More