Corporate governance - Vigil

Efforts to expand female corporate diversity need to extend into senior management and beyond.

The practical ideal of the modern general counsel is a lawyer-statesperson who is an outstanding technical expert, a wise counselor and an effective leader, and who has a major role assisting the corporation achieve the fundamental goal of global capitalism: the fusion of high performance with high integrity and sound risk management. For the lawyer-statesperson, the first question is: “Is it legal?” But the ultimate question is: “Is it right?”

In Rethinking Corporate Governance for a Bondholder Financed, Systemically Risky World, I re-envision, for systemically important firms, the shareholder-primacy model of corporate governance. The Federal Reserve recently acknowledged that shareholder primacy lacks sufficient incentives for those firms to take precautions against their own failures. I argue that including bondholders in their governance not only could help to reduce systemic risk but also is merited by crucial changes in the bond markets.

A growing number of Fortune 500 companies are putting limits on the stock awards they give directors, according to Willis Towers Watson PLC, a risk advisor and consulting firm. But the companies aren’t trying to keep directors’ pay low, so much as protecting directors from lawsuits.

Valeant Pharmaceuticals International Inc said it had asked its lenders to agree to waive a condition that would put it in breach of covenants if it did not file its annual report by April 29

The “meh” economy that accounts for some of the sourness in the American electorate is partly due to a design flaw in the US corporate governance system.

Given the SEC’s increased focus on insider trading by executives and the complicated determinations needed to decide if an executive or director has material non-public information, it is anticipated that the use of Rule 10b5-1 plans will continue to grow. Companies and their executives carefully should consider the benefits, and the shortfalls, of these plans.

Gender diversity on public company boards—and meaningful participation by women directors in the boardroom—is steadily increasing. Although the number of women on boards in the United States is growing more slowly than in some other countries, there has never been such consensus and collective effort toward gender diversity at the upper echelons of corporate America. A combination of regulatory, legislative, and investor-driven efforts is likely to accelerate the progress that has been made to date toward greater gender diversity and perhaps, one day, gender parity.

ExxonMobil $XOM shareholders offer four options to address climate change: sell parts, increase dividends, assess risk, change measurements to see options.

Welcome. It is great to see all of you here today to discuss the objectives and measurement of supervision for large, complex financial institutions.

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If the amendments become effective, they would result in several changes to the DGCL. Among other things, the proposed amendments would clarify the requirements and procedures relating to so-called “intermediate-form” mergers under Section 251(h) of the DGCL and would make several changes to Section 262 of the DGCL, which governs appraisal rights, to dispense with certain de minimis appraisal claims and to give parties an opportunity to make pre-judgment payments to appraisal claimants to limit the amount of interest that would otherwise accrue on an appraisal award.

The promotion and advancement of effective governance and corporate secretarial practice in organisations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

The Canadian Society of Corporate Secretaries (CSCS) is the voice of Corporate Secretaries and governance professionals in Canada. Its members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings. As such CSCS strives to provide valuable and timely information on recent changes and developments which affect our members – in all sectors.

International Journal of Disclosure and Governance is one of the leading sources of authoritative and detailed information on leading-edge practice in governance and effective transparency of information for publicly listed companies.