1. Articles in category: BoardBlogs

    73-96 of 3704 « 1 2 3 4 5 6 7 ... 153 154 155 »
    1. Stockholders and Board Directors: Overview of COVID-Related Changes to Title 8 of Delaware General Corporation Law

      Stockholders and Board Directors: Overview of COVID-Related Changes to Title 8 of Delaware General Corporation Law

      On July 16, 2020, Governor John Carney of Delaware signed into law House Bill 341 to amend Title 8 of the Delaware General Corporation Law (DGCL) which, among other things, (1) solidifies a pandemic as an emergency situation, (2) expands the special powers of stockholders and directors during such emergency conditions, and (3) allows for the option to use electronic transmission documentation and electronic signatures for the execution of documents (previously limited to hardcopy and manual execution only)...

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    2. 31 Days to a More Effective Compliance Program - The Board of Directors as an Internal Control

      31 Days to a More Effective Compliance Program - The Board of Directors as an Internal Control

      James Doty, former Commissioner of the Public Company Accounting Oversight Board (PCAOB) was once asked if the Board or its sub-committee which handles audits was a part of a company’s internal financial controls. He answered that yes, he believed that was one of the roles of an Audit Committee or full Board. I had never thought of the Board as an internal control but the more I thought about it, the more I realized it was an important insight for any Chief Compliance Officer or compliance practitioner as it also applies as a compliance internal control...

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    3. Workforce Diversity Matters To Our ESG Evaluation

      Workforce Diversity Matters To Our ESG Evaluation

      We believe the limited representation of Black voices in key decision-making processes prevents companies from reaping the benefits of a diverse workforce. It also exposes companies’ reputations to allegations of discrimination, as shown by recent calls on social media to boycott certain businesses after apparently racist behavior of employees were captured on video and shared...

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    4. 31 Days to a More Effective Compliance Program - Inquiring Up and Down

      31 Days to a More Effective Compliance Program - Inquiring Up and Down

      Where does “tone at the top” start? With any public and most private U.S. companies, it is at the Board of Directors. But what is the role of a company’s Board in compliance? First a Board should not engage in management but should engage in oversight of a CEO and senior management. The Board does this through asking hard questions, risk assessment and identification...

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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    5. Is Oil Giant BP Finally Ready to ‘Think Outside the Barrel’?

      Is Oil Giant BP Finally Ready to ‘Think Outside the Barrel’?

      For months, BP had planned this year’s annual general meeting as a sleek presentation. The company’s brand-new CEO would be onstage at London’s ExCeL convention center, trumpeting his green revolution to hundreds of shareholders. But this being 2020, nothing went as planned. When the day of the meeting finally arrived in late May, there was no audience, and no applause...

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      Mentions: Oil BP Bernard Looney
    6. Ubben Helping Investors Steer Away from Activist Investing with Inclusive Capital

      Ubben Helping Investors Steer Away from Activist Investing with Inclusive Capital

      Our profile in this month’s issue of Activist Insight Monthly is with Jeff Ubben, who recently shocked the activist community by taking his environmental and socially-focused Spring Fund outside of ValueAct Capital Partners, the firm he founded two decades ago. Under a new banner – that of Inclusive Capital Partners – he will have plenty of surprises up his sleeve and...

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    7. ‘Stakeholder’ Capitalism Seems Mostly for Show

      ‘Stakeholder’ Capitalism Seems Mostly for Show

      By putting American workers through months of turmoil, the Covid-19 crisis has heightened expectations that large companies will serve the interests of all “stakeholders,” not only shareholders. The Business Roundtable raised such expectations last summer by issuing a statement on corporate purpose, in which the CEOs of more than 180 major companies committed to “deliver value to all stakeholders.”...

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    8. OIG Guidance for Boards Regarding Compliance

      OIG Guidance for Boards Regarding Compliance

      The Office of Inspector General (OIG) white paper, “ Practical Guidance for Health Care Governing Boards on Compliance Oversight ” (OIG Guidance), provides an excellent road map for thinking about how to structure a Compliance Committee for your Board and a Board’s obligations. As an introduction, the OIG Guidance states that a Board must act in good faith around its obligations regarding compliance...

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    9. On the Purpose and Objective of the Corporation

      On the Purpose and Objective of the Corporation

      As we approach the first anniversary of the Business Roundtable’s abandonment of shareholder primacy and embrace of stakeholder governance, and the fourth anniversary of our development for the World Economic Forum of The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, we thought it useful to consider in broader context the key issues of corporate governance and investor stewardship today...

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    10. Looking Ahead to the 2021 Proxy Season

      Looking Ahead to the 2021 Proxy Season

      Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey signaling potential changes to ISS’s proxy voting policies for 2021. Below we discuss the Global and North American Survey, which highlight the many key corporate governance issues that are top of mind for boards of directors and management today...

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    11. Ford's CEO Switch-Out Shows that the Automaker is Still a Family Business — and that Bill Ford is Still in Charge

      Ford's CEO Switch-Out Shows that the Automaker is Still a Family Business — and that Bill Ford is Still in Charge
      • Ford announced on Tuesday that CEO Jim Hackett will retire October 1 and be replaced by current COO Jim Farley.
      • Ford remains a family business, overseen by Bill Ford, the company's chairman and great-grandson of founder Henry Ford.
      • The carmaker's share price has been in decline for years, through three different CEOs. The Ford family still controls the company — and relies on the stock...
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      Mentions: CFO Tesla stake
    12. Board of Directors’ Duties: One of the Few Things Not Put on Hold During the Pandemic

      Board of Directors’ Duties: One of the Few Things Not Put on Hold During the Pandemic

      Though the COVID-19 pandemic put in-person classes, business operations, and vacation plans on hold, there has been no pause of the duties of boards of directors to their respective companies. Board members should keep their fiduciary duties and the practical steps they can take to meet those duties top-of-mind as they guide their companies through the COVID-19 pandemic. We have highlighted board members’ duties and some practical tips boards of directors can take to meet their obligations to their companies during the pandemic...

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    13. Bank of America CEO: Each Public Company Needs to Reach Carbon Zero

      Bank of America CEO: Each Public Company Needs to Reach Carbon Zero

      With economies around the world grinding to a halt due to COVID-19 and its impact on the oil and gas industry, chief executives are reckoning in public with the challenge to reset their missions and steer their corporations towards minimizing carbon emissions. While corporate leaders previously have been vocal about, if not committed to, implementing emission reduction strategies, one CEO has led the way and is asking the same of his peers...

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    14. The Elephant in Corporate Boardrooms Across the World Today: China

      The Elephant in Corporate Boardrooms Across the World Today: China

      It is invisible, yet occupies the largest seat. It is silent, yet has the loudest voice on the table. It is neither a factor of production nor a technological innovation nor about mergers and acquisitions. Yet it is the most influential driver of action and shaper of decisions. Corporate boardrooms are having to find space in their conversations for today’s geopolitics...

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    15. Legal Liability for ESG Disclosures

      Legal Liability for ESG Disclosures

      Corporate Social Responsibility and Environmental, Social & Governance (ESG) issues have become increasingly important over the past few years, and evaluating a company’s ESG disclosures has become a key tool used by many investors in making investment and engagement decisions. Many companies are, with increasing frequency, publishing ESG reports on their websites and incorporating ESG disclosure into mandatory filings with the U.S. Securities and Exchange Commission...

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