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January/February 2010 -- Vol. XXXI      No. 180
 

SELF  REGULATION  CAN  REFORM  EXECUTIVE  PAY  by Bill Ide
Should the government really manage pay for all U.S. corporations?

With too many hefty paydays in the midst of a major economic downturn, public confidence in the ability of corporate boards to set reasonable executive pay is at an all-time low. However, the flood of pending federal rules and regulations on compensation will impose inflexible mandates on a process that must remain fluid. The Conference Board has unveiled a new set of principles that could reboot effective self-regulation of the board pay setting process.

ARE  ROUTINE  DIRECTOR  ELECTIONS  A  THING  OF  THE  PAST?  by Kevin H. Douglas
Proxy changes will bring board "election campaigns."

For decades, the re-election of management’s slate of board members has been a routine certainty at most corporations. Now, the onset of proxy access and the loss of broker discretionary voting promise to permanently alter the landscape of public company board elections. How should your company prepare for this new era of proxy politics?

A  NEW  MODEL  FOR  COMPENSATION  DISCLOSURE  by Myrna Hellerman
What pay messages are you really sending to your shareholders?

The disclosure required on how and how much your company pays its top executives is steadily increasing. Investor and media anger over executive pay is likewise surging. Your compensation committee puts great effort into crafting fair, effective pay plans, but somehow that message is being lost in disclosure. Do you really understand the compensation story you are telling investors—and the message they are actually receiving?

BOARD  REVIEW  AS  A  TOOL  FOR  RECOVERY  by Louis Kacyn
Lessons of the economic crisis can lead your board to recovery.

The past year and a half have brought economic and business conditions most directors had only read about in history books. With an economic recovery now showing some green shoots, will your board simply try to forget the past and move ahead—or will you make a careful inventory of the governance lessons your board has learned?

RE-EVALUATING  EXECUTIVE  PAY  TO  MITIGATE  RISK  by James F. Reda
Shareholders want to know about "bet the company" compensation plans.

All of the past decade’s high-profile business meltdowns (including the financial collapse of 2008) had one common factor—top employees were paid well to take risks that could destroy the company. Pending disclosure rules will compel boards to not only reveal how and how much they pay executives, but also the shareholder risk that goes along with the deal.

CONVERSATIONS:  RICHARD  KOPPES  A career in corporate governance.

It is difficult to find a landmark moment in institutional corporate governance over the past 30 years without Richard Koppes being somewhere in the background. Koppes first made his mark as general counsel and deputy CEO of CalPERS. During his 10 years with the pension fund (1986 to 1996), Koppes was a key player in turning it into an activist investor powerhouse, with its annual "target list" of firms with poor governance. Since leaving CalPERS, Koppes has been a partner in the corporate practice of law firm Jones Day. He has provided legal counsel on governance issues to major corporations including: Pfizer, Bristol-Myers Squibb, Washington Mutual, Sprint Nextel, McDonald’s, Target, Chevron and IBM. Koppes is co-director of the executive education program at Stanford University Law School and has served on several corporate boards. Koppes has announced his retirement from Jones Day in 2010.

IN  REVIEW  Index to actions, regulations and surveys.

SPOKEN  &  WRITTEN  Excerpts of articles and speeches.

DIRECTORS'  REGISTER  Recent board elections.

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