January/February
2010 -- Vol. XXXI No. 180
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SELF REGULATION CAN
REFORM EXECUTIVE PAY by
Bill Ide
Should the government really manage pay for all
U.S. corporations?
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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. |
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ARE ROUTINE DIRECTOR
ELECTIONS A THING OF THE PAST?
by Kevin H. Douglas
Proxy changes will bring board "election
campaigns." |
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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? |
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A NEW MODEL FOR
COMPENSATION DISCLOSURE
by Myrna Hellerman
What pay messages are you really sending to
your shareholders? |
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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? |
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BOARD REVIEW AS
A TOOL FOR RECOVERY
by Louis Kacyn
Lessons of the economic crisis can lead your
board to recovery. |
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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? |
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RE-EVALUATING EXECUTIVE
PAY TO MITIGATE RISK
by James F. Reda
Shareholders want to know about "bet the
company" compensation plans. |
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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. |
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CONVERSATIONS:
RICHARD KOPPES
A career in corporate governance. |
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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. |
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IN REVIEW Index to
actions, regulations and surveys.
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SPOKEN & WRITTEN
Excerpts of articles and speeches.
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DIRECTORS' REGISTER
Recent board elections.
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