There’s no doubt that proxy voting is a time-consuming and often challenging process. Proxy advisory firms saw a need to serve a new market by helping institutional investors navigate the vast amounts of proxy votes on a myriad of issues. Now, that market is both large and powerful. It’s dominated by Institutional Shareholder Services (part…

Board refreshment continues to be hotly debated. But discussions about what it means, and how boards do it, vary considerably. Governance experts generally agree it involves the potential for complacency and a lack of director independence. As noted by Institutional Shareholder Services, “While shareholders, directors, and other market constituents vary as to the reasons for…

Sometimes it’s difficult to talk about our values and immediately change the behaviors of ourselves or others because, typically, our inner thoughts and emotions present us with a rather sophisticated set of rationalizations for either acting or not. There are a number of ways others can push back on your ideas – common rationalizations –…

There is a great deal of board-level discretion in executive pay, but at the same time, it is highly scrutinized in the media and among proxy advisory firms, regulators and shareholders alike. Publicly traded companies are required to have a “comp” committee which, at a minimum, sets the pay and benefits for corporate executives, most…

The recognition of the importance of gender diversity on boards has come a long way over the past decade – but most especially in the past few years. This recognition has come from direct pressure on three main fronts. 1) Quotas: Over the last 10 years, some 10 countries have instituted gender quota requirements for…

Defining Materiality Materiality matters – it is the cornerstone of financial, and increasingly non-financial, reporting – because it helps determine the importance of an information item for a variety of users. The global capital markets move on information that public companies have about their financing, investing or operating activities. Responsibility for the disclosure of material…

There have long been suggestions that there is not – or should not be – a one size fits all approach to corporate governance. Some of the criticisms of this approach have been that each board is different with respect to industry, culture, competition, technology etc. And while true, experience on one board does not a governance expert make.

The corporate governance of firms and the role of the board of directors are at a crossroads. On the one hand, it has never been more vital to the workings of a business. On the other, it has never been more challenging. As boards grapple with new regulations about transparency and accountability, sustainability concerns, executive…