From the category archives:

Corporate Governance

Compensation and Reputation Risk Under New SEC Disclosure Rules

by Doug Park January 11, 2010

The Securities and Exchange Commission’s (SEC) new disclosure rules mandate disclosure of material adverse risks created by compensation policies. A prominent corporate attorney’s recent analysis of compensation program design and risk focuses on process, but completely ignores reputation risk.
Reputation risk based on the amount of compensation, regardless of adherence to established procedures, is “reasonably likely” [...]

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How Directors Can Link Risk Oversight To Corporate Strategy

by Doug Park September 17, 2009

In 2008, the National Association of Corporate Directors (NACD) published a white paper recommending that boards pay close attention to the connection between risk oversight and corporate strategy. What is the relationship between risk oversight and corporate strategy, and why does it matter?
Recommendation 1: Mitigate The Risks Of Strategy Implementation
NACD contends that the overarching goal [...]

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Does Diversity On Boards Of Directors Improve Corporate Performance?

by Doug Park September 14, 2009

Panelists at a recent Stanford Law School conference made a case for diversity on corporate boards, citing data, anecdotal evidence, and principle based arguments in support. That raises the ultimate question: Does board diversity affect corporate performance?
The Case For Diversity On Corporate Boards
The Rock Center for Corporate Governance, CalPERS and CalSTRS co-sponsored this event. Since [...]

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Disclosing Climate Change Risk, Cap And Trade Financials In SEC Filings

by Doug Park July 14, 2009

Whether or not climate change is real, pressure from investors and regulators may lead companies to increase their SEC disclosures about climate change risk and cap and trade financials. What types of disclosures should investors get? How might the recent cap and trade legislation affect SEC disclosures about carbon risks and climate change risk? What [...]

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The Improper Limits Of Shareholder Proxy Access

by Doug Park July 2, 2009

What are the the proper limits of shareholder proxy access?
Proposed Exchange Act Rule 14a-11 creates a direct right of access for shareholders to the company’s proxy to nominate board members. For large public companies, a nominating shareholder or group that beneficially owned at least one percent of the company’s shares for at at least one [...]

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