The Corporate Board


Home
Subscribe to The Corporate Board
Current Issue
Article Archive
About Us
Request a sample issue

Subscribe to The Corporate Board Click Here!

   

March/April 2017— Vol. XXXVIII      No. 223

A BOARD AGENDA FOR THE NEW TRUMP ECONOMY by Tom Liguori
Expect major shake-ups in tax policy, production plans and corporate strategies.

Proposed economic policies of the Trump administration suggest radical shifts will be needed in corporate strategy. Changes in tax policy, infrastructure budgets, tariffs, and the economics of production should be important elements of your board meeting agenda.

THE TRUE ROLE OF THE BOARD OF DIRECTORS by Ryan Morris
A noted fund manager’s thoughts on what an “activist” director really does.

Activist investors have evolved over the years, from the “greenmailers” of the 1980s to today’s focused funds that seek to shake up boards and drive turnarounds. How do current activists really view the role of a board, and what are their goals in changing its governance? Ryan Morris, who heads major activist fund Meson Capital Partners, has some thoughts on what an effective board should do.

PROXY ACCESS AT THE TIPPING POINT by Holly Gregory
More than half of major U.S. corporations now allow proxy access—what will this mean?

What happens when the shareholders of most U.S. corporations gain the power to nominate their own slates for board elections? We are about to find out. By the end of 2016, just over half of America’s largest corporations had shareholder proxy access policies in place. The following report examines what this quiet revolution in activist power over the board will mean for proxy season 2017.

BOARD PAY: PAST, PRESENT AND FUTURE by Diane Lerner
After years of radical change in the board’s role, have board pay plans kept up?

The role of board members has evolved rapidly since the year 2000, and board pay has changed to keep up. Given a constantly evolving set of governance demands, it is important to keep reviewing board pay design to make sure that the pay programs continue to support the governance environment as we move forward.

NON-GAAP FINANCIALS: SHOW FACTS, NOT FICTIONS by Liz Dunshee
With financial disclosures, just because you can do something does not mean you should.

Accurate, honest financial disclosures should be a foremost commitment of any board and audit committee. In some cases, companies can use non-GAAP financial measures in their disclosures. These may give a better picture of the company’s true situation—but can also allow room for deception. Learn the new SEC policy shifts on what your company can (and cannot) do with non-GAAP measures.

CONVERSATIONS:  DIANNE McKEEVER Activism as a tool for board diversity.

Many of the major pension funds have long pursued social activist goals in their proxy efforts, such as divestment from certain products or countries, environmental issues, or corporate responsibility matters. Activist hedge funds, meanwhile, increasingly pursued their own goals, starting with simple greenmail in the 1980s, but evolving into dividends, buybacks, restructuring, management, and now board makeup.
   Ides Capital, led by market pro Dianne McKeever, is bringing these two worlds of activism together. Launched in 2015, Ides targets small and mid-cap companies that seem ripe for shaking up. McKeever is bringing her own diversity ideas to the game. Ides first proxy battle came last year, when it went after underperforming wireless provider Boingo. Among the changes the fund sought—replacing two male members of the Boingo board. Boingo settled by expanding its board from six to nine—including its first woman director. After the board change last June, Boingo’s share price bounced up 30 percent.

IN REVIEW  Index to actions, regulations and surveys.

SPOKEN & WRITTEN  Excerpts of articles and speeches.

DIRECTORS' REGISTER  Recent board elections.

Subscribe to The Corporate Board Click Here!

 

Home | Subscribe | About Us | Current Issue | Article Archive | Privacy Policy | Contact Us


The Corporate Board
  4440 Hagadorn Rd, Okemos, MI  48864-2414
toll free: 1-800-757-0667   phone: (517) 336-1700  fax: (517) 336-1705

© 2004–, Vanguard Publications, Inc.