Tag Archives | board of directors

Romney Isn’t The Only Experienced One On Marriott’s Board

Marriott International, Inc. said it appointed W. Mitt Romney to its board. He and many other directors at the Bethesda, Md.-based hotel company have already served for many years. The former presidential candidate and Massachusetts governor sat on Marriott’s board from 1993 to 2002 and from January 2009 to January 2011, the company said in [...]

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GMI Governance Update | BP p.l.c. and OAO Rosneft

The media is buzzing about the possible sale of a stake in the Russian government-owned oil company OAO Rosneft to BP p.l.c. (BP). The U.K. oil giant might appoint a Russian director to its board, some reported in recent days. If the two companies do integrate, BP goes into the deal with better supervision of its [...]

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GMI Ratings Governance Update | DST Systems, Inc.

News hit that DST Systems, Inc.’s CEO Thomas A. McDonnell is retiring, and investors bought shares in the information processing and software services company. While DST has taken steps in recent months that could resolve some red flags about its corporate governance, McDonnell’s successor, Stephen C. Hooley, is a company insider who will inherit ongoing [...]

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GMI Ratings Governance Issue | Gazprom OAO

After the European Commission announced an antitrust investigation into OAO Gazprom, a Russian government minister denounced pressure on the gas giant as driven by “political factors,” the Wall Street Journal said. Politics aside, a close look at how managers supervise Gazprom reveals its high risk of corruption.   The European Commission said September 4 that [...]

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Reuters: Unhappiness Runs Deep When Shareholders Withhold Votes

Shareholders who choose to “withhold” their vote for a corporate board member are more dissatisfied than it may initially seem, according to a study released Wednesday by two corporate governance organizations.  

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GMI Ratings Governance Issue | Forest Laboratories, Inc.

As the activist investor Carl Icahn continues to push for influence at Forest Laboratories, Inc., the drug maker has already taken steps to strengthen the supervision of its management. But the company could still do more to protect its shareholders’ interests. On July 3 Icahn said he would nominate Eric Ende, Andrew Fromkin, Daniel Ninivaggi [...]

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GMI Ratings Governance Issue | Northrop Grumman Corp.

Northrop Grumman Corp. has announced numerous changes to its staff, after repositioning among the company’s senior officers already contributed to a higher score in recent months measuring its governance risk to investors. The Falls Church, Va.-based defense contractor said James E. Pitts, the corporate vp and president of Northrop Grumman Electronic Systems since 2005, will retire December [...]

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GMI Ratings Governance Issue | The McGraw-Hill Companies

The McGraw-Hill Companies said on Monday that Freddie Mac’s former CEO Charles E. “Ed” Haldeman Jr. has joined its board. Increasing the number of people supervising the New York information services provider is a step in the right direction, but McGraw-Hill’s managers could still do more toward safeguarding their investors’ best interest. McGraw-Hill’s board now [...]

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GMI Ratings Governance Issue | Moody’s Corp.

Is  McKinnell the Right Choice? Moody’s Corp. deserves credit for recently splitting the roles of Raymond W. McDaniel, who had been its chairman and CEO since April 2005. But the New York ratings agency also elected Henry McKinnell as its new chairman, and he lacks the faultless past that one might have expected in the circumstances. [...]

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Hitachi Strengthens Its Board Again

Hitachi, Ltd continues taking steps toward improving its corporate governance, with a new plan to increase the number of outside directors on its board from four to seven. While Hitachi’s recent changes look good, the company does not yet deserve an A for its practices. Shareholders will vote on the proposal this June, according to [...]

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New Director at News Corp. is Independent, But Busy

By Greg Ruel – Research Associate James Breyer, a Partner at venture capital firm Accel Partners, is expected to be elected to the board of News Corp. at its annual meeting in October. In addition to his day job at Accel, Mr. Breyer is a director at Dell Inc., presiding director at Wal-Mart Stores, Inc. [...]

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It’s Time for The News Corp Board to do to Rupert Murdoch What He Did to NotW

My latest piece on Bnet is about the real culprits in the News Corp scandals — the awful board of directors, cronies, insiders, and a 20-something opera singer who was the only member of the Bancroft family acceptable to Rupert Murdoch when he was required by the terms of the Dow Jones acquisition to add [...]

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New FF post: Two Resources on Improving Boards

Check out Nell Minow's Founders' Forum post describing two new resources on improving corporate boards.  One is a new book aimed at CEOs – to persuade them to get the most out of the public company's most under-used asset, the board. The other a new study that provides a useful summary of best practice by [...]

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This Week in Risky Business – The Non-Independent Huntsman Director and Florida Declassifies Boards

In my Bnet column, Risky Business, there was good news and bad news about public company boards. Shareholder initiatives lead to de-classified boards Working with the American Corporate Governance Institute (ACGI), headed by Harvard Law School professor Lucian Bebchuk, the Florida State Board of Administration and the Nathan Cummings Foundation have persuaded thirteen companies to [...]

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When to Boot A Problem Director

  My latest column on Bnet asks what took so long for Rajat Gupta's fellow board members to oust him.  For two reasons, the public announcement of the insider trading allegations at Galleon should have triggered immediate action from every organization, and especially every public company, with which Gupta had a current or recent past [...]

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Boards of Directors: Still “Male, Pale, and Stale”

My latest column for Bnet is on the same subject as as our new report — board diversity.  About 15 years ago, I was talking to a CEO about finding new independent directors and I suggested one possible candidate. “Oh,” he said, “we already have a woman.” We haven’t made much progress since then.  Women [...]

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Who Can Fix Bank Boards?

I agree with Robert Pozen's diagnosis of the failures of bank boards in his WSJ op-ed.  But can't he do better in proposing a fix than suggesting intervention by regulators and activist investors?  In my latest Bnet column, I explain why the former head of Fidelity should look to his own company and its peers [...]

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Martin Lipton on Boards and “Aspirational Best Practices”

Legendary counsel to corporate insiders Martin Lipton spoke to the NYSE and CEO Peer Forum about "The Future of the Board of Directors" and his remarks are now available on Harvard's Corporate Forum on Corporate Governance and Finance website.  Lipton continues to show his deftness at redefining the questions to fit his answers.  He says [...]

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Board Chair Transition at Xerox: Woman to Woman

At Xerox Corporation’s annual shareholder meeting tomorrow, CEO Ursula Burns will take over the role of Chair of the Board from former CEO and current Chair, Anne Mulcahy. This is a unique and promising event – the transition of the roles of CEO and Chair of the Board moving from one woman to another at [...]

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Corporate Governance Concerns at Danaher Corporation

The Corporate Library continues to have concerns about board composition and executive compensation at Danaher Corporation. Half the board is long-tenured with at least two decades of service, including co-founders and Executive Chairmen Steven M. and Mitchell P. Rales. In addition, two directors are at least 72 years old, including Mortimer M. Caplin, who is [...]

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