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Regulation Whack-a-Mole: Bob Monks’ Take on Say on Pay

“What is of more concern to shareholders is that it looks like C.E.O. pay is recovering faster than company fortunes,” said Paul Hodgson, chief communications officer for GovernanceMetrics International, a ratings and research firm (“We Knew They Got Raises. But This?” New York Times, July 2, 2011).    This says it all – if Say […]

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Chinese Markets: A Boom for Research Firms

In a June 28th article titled “China Firms Face Research Armies,” the Wall Street Journal reported that research firms are swarming to Chinese companies to examine their financial reporting following revelations of accounting problems in dozens of firms. Investors eager to share in China’s economic boom are discovering that risk management is far more difficult […]

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Déjà Vu All Over Again, BP Style

  As we passed the one-year anniversary of the Gulf Coast disaster on April 20th, I was reminded of the earlier BP disaster at the Texas City oil refinery in 2005. I’m still astounded that a leading company previously charged with numerous felonies for a major environmental disaster was allowed to have another major disaster […]

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Encouraging Vigilance by Directors

In his D&O Diary post on June 13th, Kevin LaCroix discussed University of Connecticut Law Professor Steven Davidoff’s observation that directors of public companies are rarely held liable when a company’s irresponsible behavior damages its stakeholders. Mr. LaCroix postulates three possible reasons for seeking more civil liability for corporate directors:  recompense, retribution, and deterrence. Recompense […]

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Q&A with Governance Expert Bob Monks (Part 2)

This is Part 2 of a conversation Research Associate Michelle Lamb had with Bob Monks, co-founder of GovernanceMetrics International. (Part 1 is posted here.)  The topics discussed in this half of the interview relate to Bob’s experience in the social, or “S”, component of the ESG research that GovernanceMetrics International explores.  Topics range from disparity […]

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“Unusual, Uncomfortable, and Distant”: The Power of the Annual Meeting Location

“He has called together legislative bodies at places unusual, uncomfortable, and distant from the depository of their Public Records, for the sole purpose of fatiguing them into compliance with his measures.”  (Declaration of Independence, July 1776) As the 13 American colonies threw off the “Despotism” of George III and declared independence 235 years ago, Thomas […]

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Two New Resources for Improving Boards

Long-time boardroom consultant Beverly Behan has written an excellent new book, Great Companies Deserve Great Boards. What separates it from the many other books on boards, including Behan's own very good Building Better Boards, is its target audience. It is not written for directors to tell them how to be more effective. It is written […]

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ExxonMobil 2011: In Light of Tomorrow’s AGM

Two years ago I swore off going to ExxonMobil annual meetings – and I still have no plans to return. However, the Annual Meeting of Shareholders of ExxonMobil is an important event and we should take notice. The most powerful commercial entity in the world meets just once a year with those to whom it […]

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GMI’s Founders’ Forum a treat

Readers of this blog who have not signed up to or read GMI’s Founders' Forum should do so. It’s a real treat. And, boy, do the rich personalities of the founders come out clearly in their blogs. The latest from Richard Bennett, our executive chairman, Innovation in North Dakota: In the Spirit of T.R. (T.R. […]

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Innovation in North Dakota: In the Spirit of T. R.

Late afternoon sunlight dances colorfully among variegated hills and coulees in the badlands of North Dakota.  Carved out by the Little Missouri’s meanderings and softened by prairie flora and shimmering cottonwoods, this landscape is home to free-ranging herds of bison, elk and wild horses, some said to be descendants of those used by Sitting Bull.  […]

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Q&A with Governance Expert Bob Monks (Part 1)

GMI Director Bob Monks is the co-founder of The Corporate Library (now part of the new GovernanceMetrics International). Last week Research Associate Michelle Lamb talked with Bob about environmental accounting, the social costs of our energy economy, and what it all means for the future of ESG research. You’re known as a governance expert, but […]

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Marriage of True Minds: The GMI Merger and the World of ESG (&A)

GMI Board Member Jim Kaplan is the founder of Audit Integrity. GMI Research Director Kimberly Gladman comes from the Corporate Library side of the family. This week she sat down to ask him about his background in forensic accounting, the consolidation among U.S. providers of ESG data, and the future of the field. Kimberly Gladman: […]

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Building Better Boards

Despite the authorization granted by Dodd-Frank last year, the SEC’s ability to write rules governing proxy access is being challenged in court by the Business Roundtable and the U.S. Chamber of Commerce. Even if the SEC proves an inadequate instrument to give owners more authority in choosing who represents them in the boardroom, leading institutional […]

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Corporate Political Spending Post-Citizens United

I've been especially concerned about corporate political spending following the Citizens United decision and wrote recently about the new SEC ruling permitting shareholder proposals asking that shareholders have the right to not just see but vote on it.  I was glad to have a chance to interview Bruce Freed of the Center for Political Accountability (CPA) […]

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Transocean Safety Bonuses: After Deepwater Horizon Tragedy?

The claim by Transocean Ltd., operator of the Deepwater Horizon drilling rig that exploded a year ago this month, that 2010 was the “best year in safety performance in our Company’s history,” caused such a furor that Executive Vice President, Global Business Ihab Toma had to issue an immediate apology for the insensitive language. However, […]

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A Response to the FCIC Final Report

Many people have commented on the Financial Crisis Inquiry Report released in January. After following the Commission’s progress and reading much of the press on it, I also offer my thoughts and I present two main for discussion: the financial crisis was and is a failure of governance and executive management took excessive risk for […]

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A Director’s Duty to Inform

Law books will tell you that directors of public companies have two duties: care (showing up, doing their homework, paying attention) and loyalty (making sure that corporate activities benefit the shareholders and not management to the detriment of shareholder interests). But Betsy Atkins, an experienced board member, says that directors also have a "duty of […]

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Spikes at the Pump, Volatility in the Market

An article in the March 9 New York Times entitled “Rising Gas Cost Finds the Nation Better Prepared”1 came as a surprise to me.  The writer opines on lessons learned during the 2008 energy crisis.  His positive outlook rests heavily on the theory that, since U.S. consumers have reduced their gasoline consumption, the current spike […]

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Corporate Governance in Asia

We talk glibly about regional and market maturity governance models, using descriptive phrases such as “Anglo-American” and “emerging markets” and “BRIC”.  At the International Corporate Governance Network’s (ICGN) midyear conference in Kuala Lumpur this month I was reminded that such wordplay is at best insufficient and at worst misleading.  As one speaker pointed out, are […]

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