The Board Place burnslev.com theboardplace.com (c) 2010 Russ Hansen Director Questions for the 2011 Proxy Season What Boards Should Ask Themselves and.

Slides:

Advertisements

Similar presentations

2012 PROXY OUTLOOK Stephen L. Brown, Director of Corporate Governance & Associate General Counsel TIAA-CREF November 3, 2011.

Advertisements

2010 RR Donnelley SEC Hot Topics 2010 Proxy Season Year in Review September 14, 2010 Presenter: Thomas A. Germinario Senior Vice President D. F. King &

BOARD EFFICIENCY: The Agenda Setting Role and Information Needs of the Supervisory Board Holly J. Gregory Weil, Gotshal & Manges LLP.

ASX Corporate Governance Council

2010 DODD-FRANK ACT EXECUTIVE COMPENSATION REFORM Presented by Andrew B. Coburn Wyche Burgess Freeman & Parham, P.A. August 25, 2010 Copyright 2010 Wyche.

Ownership, Control and Compensation

Corporate Governance Chapter 2.

Core principles in the ASX CGC document. Which one do you think is the most important and least important? Presented by Casey Chan Ethics Governance &

Japan Audit & Supervisory Board Members Association (JASBA) Explanatory Memorandum on the Audit & Supervisory Board Members (The companies with Audit &

Code of Corporate Governance for Listed Companies in China

Evolutionary not Revolutionary: Coming to grips with the 3 rd edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Competing For Advantage Part IV – Monitoring and Creating Entrepreneurial Opportunities Chapter 11 – Corporate Governance.

Stockholder Rights and Corporate Governance Stockholders Corporate Governance Executive Compensation: A Special Issue Shareholder Activism Government.

CHAPTER 2 Corporate Governance

Introduction to Financial Statements and Other Financial Reporting Topics COPYRIGHT ©2007 Thomson South-Western, a part of the Thomson Corporation. Thomson,

3rd session: Corporate Governance

Trinidad & Tobago Corporate Governance Code 2013

The Camp Audit “Keep your friends close and your auditor closer”

FORMATION OF COMPANIES & THE COMPANY CONSTITUTION CORPORATE LAW.

INTEGRITY. Principle 2: Defining and Evaluating the Role of the Board The board needs to understand and evaluate the role it plays and the way it contributes.

Laura M. Madelone Director, Office of Alumni Affairs, SUNY Oneonta.

Business Entities Dr. John Abraham Professor University of Texas Pan American.

Prentice Hall, Inc. © STRATEGIC MANAGEMENT & BUSINESS POLICY 11 TH EDITION THOMAS L. WHEELEN J. DAVID HUNGER CHAPTER 2 Corporate Governance.

Proposal for Elections ISM-NVA – Spring Elections events Term for Present Board ends June 30, 2014 Need to elect new Board by June 20, 2014 to allow.

The Board of Directors Corporate Governance Chapter 4.

Coca-Cola Company. Issues for Corporate Governance Questions are List the corporate governance changes at Coca-Cola that are internally Sarbanes-Oxley.

CII Board of Advisors Role & Responsibilities October 2, 2014.

Focus Areas of Core Form 990, Section VI: Governance, Management and Disclosure New Obligation, New Opportunity.

Issues in Corporate Governance: Board Structures and Functions Based on a Student Presentation by Joshua Shullaw and Matthew Domeyer.

Chapter 5 Organizing Center Structure and Working with a Board.

1 SEC Regulation of Corporate Web Sites Communications & Technology Law Section of the Colorado Barr Association November 5, 2008 J. Robert Brown, Jr.

© 2003 Haynes and Boone, LLP An Introduction to Going Private Transactions by Jennifer Wisinski June 18, 2003.

CHOATE HALL & STEWART LLP 1 New Rules for Proxy Statement Disclosures Presentation to The National Association of Stock Plan Professionals, Boston Chapter.

1 PAMIC Corporate Governance Presentation September 23, 2015 Kevin Tate – CFO The Philadelphia Contributionship.

To Sir Tahir Mahmood Presented by: Abdul khaliq khan Hamid Mahmood Aamir Maalik Waqar Younas.

Copyright © 2008 by The McGraw-Hill Companies, Inc. All rights reserved.McGraw-Hill/Irwin.

Communicating and Interpreting Accounting Information Chapter 5 McGraw-Hill/Irwin © 2009 The McGraw-Hill Companies, Inc.

Laws behind company filings: The Securities Act of 1933 – Covers information released mainly for primary market transactions The Securities Exchange Act.

Chapter 11 Mutual Funds as Institutional Investors Viewing recommendations for Windows: Use the Arial TrueType font and set your screen area to at least.

Boards and Shareholders. Boards of Directors Corporate governance: The processes, policies, and laws that govern an organization (often corporations)

The Board Place burnslev.com theboardplace.com (c) 2010 Russ Hansen Corporate Governance Provisions of Dodd-Frank Board of Directors XYZ, Inc. August 25,

© The McGraw-Hill Companies, Inc., 2002 All Rights Reserved. McGraw-Hill/ Irwin 14-1 Business and Society POST, LAWRENCE, WEBER Stockholders and Corporate.

CHAPTER 2 Corporate Governance

By Abdur Rashid Mirza University of Lahore School of Accountancy and Finance.

STRATEGIC MANAGEMENT & BUSINESS POLICY 10 TH EDITION THOMAS L. WHEELEN J. DAVID HUNGER Corporate Governance.

Corporate Governance Prentice Hall 2006.

ORGANIZATIONAL PLAN DISCUSSION ON B a s e d o n t h e P e r s p e c t i v e o f P a k i s t a n.

Presented by Carol Love Board Leadership Seminar December 8, 2015.

Chapter 39 Corporations: Directors, Officers, and Shareholders Copyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution.

AFSA Chapter Officer Training Module 1 Officer Roles and Responsibilities.

Board Chair Responsibilities As a partner to the chief executive officer (CEO) and other board members, the Board Chair will provide leadership to Kindah.

Board of Directors: Good Practices for Entrepreneurs Kevin Conroy CEO, Exact Sciences November 21, 2013.

Improving Compliance with ISAs Presenters: Al Johnson & Pat Hayle.

Chapter 9 Mutual Funds as Institutional Investors.

Chapter 22 Corporate Control and Governance Lawrence J. Gitman Jeff Madura Introduction to Finance.

Chapter 5 ASX Guidelines for Listed Companies

Agenda What is Corporate Governance?

Governance of High-Tech Startups

Corporate Governance Corporate governance is the set of processes that provides an assurance of a fair return to outside investors. Resolve the conflict.

Role of the Board William St. John President & CEO 20/20 Foresight

Corporate Governance Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating.

CHAPTER 2 Corporate Governance

AFSA Chapter Officer Training

Board of Directors Roles and Responsibilities

What is corporate governance?

Singapore Code of Corporate Governance 2012

©2003 South-Western Publishing Company

CHAPTER 10 Corporate Governance

Presentation transcript:

The Board Place burnslev.com theboardplace.com (c) 2010 Russ Hansen Director Questions for the 2011 Proxy Season What Boards Should Ask Themselves and Management

The Board Place 1 Largest Shareholders Who owns 3% or more of our stock? Which shareholders are likely to work together to form a group owning 3% or more? Who are the 25 largest shareholders and their respective and total ownership percentages? Who are our investment decision contacts at those 25? Our voting decision contacts? What are Their Hot Buttons, Who are their Proxy Advisors and Where do we stand?

The Board Place 2 Level of Engagement with Shareholders Does our situation warrant the CEO’s sending out a separate report each year? Does our situation warrant a multi- disciplinary, inside-outside team working on a year-round basis? Does our situation warrant annual (or less frequent) third party perception studies?

The Board Place 3 Level of Engagement with Shareholders Does our situation warrant shareholder surveys by management? Does our situation warrant an increase in non- deal road shows? Does our situation warrant paying incentive compensation to the IR team based on the type and nature of the stockholders who remain with, or newly invest in, the company?

The Board Place 4 Level of Engagement with Shareholders Does our situation warrant a separate report to the shareholders from the Board? Does our situation warrant the year ‘round use of “ambassador directors” with management for 1-on-1 meetings with key shareholders? Does our situation warrant the establishment of an Investor Relations Committee of the Board?

The Board Place 5 CEO Compensation Does it change direction (not necessarily in direct proportion) with TSR? Can it be easily explained in chart format? Should Say on Pay be done annually? Closer touch with shareholders? More “routine” than making it a “big event” every two or three years?

The Board Place 6 Transforming the Proxy Statement Does it comply with SEC requirements? Does it neatly present the data used by third party proxy advisors? Is it user friendly for shareholders? Board cover letter? CEO cover letter? Executive summary of key information? Are there highlights, call outs and summaries for each large section? Is it multi-colored and in plain English? Are key points demonstrated with charts and graphs? Are we handing out free gifts to increase shareholder participation?

The Board Place 7 Board Composition Board and Committee Leadership strong? Are any directors not contributing? Are any directors vulnerable? Do we have tough-minded directors who will sustain that toughness of integrity in the face of recurring threats from special interest shareholders? Does the board have high levels of mutual respect and confidence among all members sufficient to work and stand together in difficult situations?

The Board Place 8 Contested Elections In our case, should we keep our staggered board? Would it be better to run a full board nominee slate against the single or 25% shareholder nominees rather than running one or two board nominees against one or two shareholder nominees? In our case, should we reduce the ownership percentage requirements and increase the number of nominees that shareholders may present?

The Board Place 9 Nomination & Voting Process Do we have appropriate nominee notice, conflict of interest, confidentiality, disclosure, qualification and other relevant provisions in governing documents? Do we have well-structured, comprehensive, understandable nomination and voting procedures to assure fair participation by all shareholders? Do our corporate governance and committee charters contain appropriate vetting requirements for board and shareholder nominees for directors?

The Board Place 10 Nomination & Voting Process What is our Schedule 14N “window period” for 2011 (between 150 days and 120 before the anniversary of the date we mailed the proxy statement last year)? Do we have procedures in place so that management is monitoring EDGAR for Schedule 14N filings and the board is notified immediately upon such filing having occurred? Do we have procedures in place to respond?

The Board Place 11 Ready for Shareholder Proposals? Majority Voting? Easier shareholder director nominee requirements? Right of 10% shareholders to call meeting? Right of voting by majority written consent rather than requiring a meeting? Stock ownership and extended retention? Diversity? Other?