Author Archives for Peter Gleason

NACD Insight & Analysis for August 20, 2010

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Recent news has brought the topic of ethical standards in the boardroom and C-suite to the forefront. The board’s oversight responsibility is to ensure that processes are in place to promote the agreed-upon tone at the top. According to the 2010 NACD Public Company Governance Survey, nearly all respondents indicated that their management actively promotes a culture of integrity by precept and example. This can be accomplished through: Standards of conduct Guidebooks and manuals Classroom sessions and training Talks and visits, especially by senior executives Boards must evaluate performance on many levels; this includes ethical as well as financial performance.... Read More


NACD Insight & Analysis for July 16, 2010

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On Wednesday, the SEC announced its decision to review the proxy voting system. This system, referred to by the SEC as “proxy plumbing,” includes shareholder voting, communication, and vote tabulation. The SEC is addressing current concerns in a concept release which will solicit comment from the investor and corporate community for 90 days after publication in the Federal Register. The concept release is intended to generate solutions with regards to three areas: Enhancing the accuracy, transparency, and efficiency of the voting process Determining whether the rules should be revised to improve shareholder communications and increase their participation Determining whether the... Read More


A Political Casualty: Majority Voting

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Call it a political casualty. With the release of the Dodd-Frank Wall Street Reform and Consumer Protection Act earlier this week, we finally are face-to-face with the long debated and discussed “governance reform” that has been a topic of boardroom banter for the past two years. A “Gimme” Interestingly enough, the requirement for majority voting was dropped from the long list of governance provisions and is not part of the final bill. In basketball terms, majority voting was a lay-up; for you golfers out there, a “gimme.” According to our surveys, 47 percent of companies have already adopted some form... Read More