By Paul Hodgson – CCO and Senior Research Associate Yesterday, the SEC announced new rules governing the use of compensation advisers and the independence and role of the compensation committee of the board. Falling short of mandating the complete independence of such advisers by requiring the compensation committee to hire only those advisers that do [...]
Tag Archives | SEC
SEC Issues Compensation Consultant Rules
June 21, 2012 in Daily Viewpoint, News and Opinions, Regulation
“We told you so, didn’t we?”
May 21, 2012 in Daily Viewpoint, Disclosure, News and Opinions
Normally we’re saying this about the latest collapsed company, that we have typically been rating poorly for at least the last 24 months. This time, however, it’s about SEC disclosure regulations. In this letter that I wrote on 27 March 2006, I indicated that companies should be disclosing realized compensation, not estimated future values for [...]
The Risk Disclosures We’d Like to See
April 2, 2012 in Disclosure
By Kimberly Gladman, Director of Research and Risk Analytics At GMI Ratings, we see risk management as a crucial governance indicator, and we collect data on the existence of risk committees as well as directors’ risk management expertise. So we were interested to see the report ValueBridge Advisors recently published on risk management disclosures at a [...]
Nell Minow: The 5 Biggest Shareholder Concerns
March 16, 2012 in Small Print
By Paul Hodgson – CCO and Senior Research Associate Our very own Nell Minow tells Corporate Secretary magazine what are the biggest concerns for shareholders in an interview with deputy editor of the magazine, Aarti Maharaj. Among other things, Nell reminds corporate secretaries that they can review their company’s profile on GMI Analyst and submit [...]
Small Print
December 2, 2011 in Small Print
It's Black Letter Law Events Analyst Dovid Muyderman found this beauty in a November 18th 8-K from Santarus. You have to hand it to those lawyers, every now and then they just say it like it is instead of binding it up in a big pile of legalese. On November 15, 2011, Santarus, Inc. (“Santarus”) [...]
Keeping up with the Nabors
November 10, 2011 in Executive Pay
By Paul Hodgson – CCO and Senior Research Associate Somewhat belatedly, Nabors has disclosed that the SEC is investigating the company on issues related to perks and benefits. Here’s the paragraph from the 10-Q: On September 21, 2011, we received an informal inquiry from the SEC related to perquisites and personal benefits received by the officers [...]
Conflicts of interest at the SEC: general counsels and bernie madoffs
September 21, 2011 in Scandals
By Paul Hodgson – CCO and senior research associate The news that the SEC’s former General Counsel was not excluded from the investigation of Bernard Madoff’s Ponzi scheme – nor indeed did he voluntarily recuse himself – because of economic ties with Mr. Madoff is a disappointment. This kind of thing is doubly disappointing because [...]
Small Print
August 19, 2011 in Small Print
By Paul Hodgson CCO and Senior Research Associate TASER and death Compensation Analyst Ashley Kotzur spotted this press release from TASER International on July 19th. It’s more somber than your average Small Print entry, but, in essence, it fits right in. Jury Award for Plaintiff in Turner v. TASER International Company Intends to Appeal Based [...]
As the U.S. Ramps up Prosecutions for Corporate Bribery Overseas, Investors Should Look for Companies with Effective Risk Management Oversight Programs
August 12, 2011 in Daily Viewpoint
By Nathaniel Parish Flannery, Research Analyst Despite the fact that U.S. regulators are making unprecedented efforts to prosecute companies for engaging in illegal and unethical activities, from a corporate governance perspective, most U.S. companies have been slow to update their mechanisms of risk management oversight. For instance, Deere & Co., the farm equipment manufacturer, recently [...]
Dodd-Frank Rulemaking Timetable
August 3, 2011 in Legislation
By Paul Hodgson – CCO and Senior Research Associate Further to my blog last week on the delays in Dodd-Frank rulemaking, the SEC recently announced that it had a new timetable for its Dodd-Frank implementation. Here are the planned date ranges for implementation of all the governance and disclosure rules that have anything to do [...]
BRT and Chamber of Commerce Prevail on Proxy Access
July 22, 2011 in Proxy Access
By Paul Hodgson – Chief Communications Officer The U.S. Court of Appeals has agreed with the Business Roundtable and the Chamber of Commerce and has struck down the SEC’s proxy access rule. This is a major setback for good governance. U.S. Circuit Judge Douglas Ginsburg wrote for the three-judge panel: “The commission inconsistently and opportunistically [...]
SEC Approves Shareholder Proposal on Political Contributions
April 7, 2011 in Political Contributions
My latest Bnet column is about last week's SEC ruling that companies must allow shareholder proposals that seek an annual review and vote on corporate political expenditures. NorthStar Asset Management filed a shareholder proposal at Home Depot (HD) asking the company to disclose its political spending policies and anticipated spending for the next year. Shareholders [...]
Professor Bainbridge is Right on 14-a-8
February 20, 2011 in Shareholder Activism
I have disagreed with Professor Stephen Bainbridge often in the past, so it is a particular pleasure to have an opportunity to side with him on his suggestion for a better approach to shareholder proposals, which must be included in the company's proxy statement if they meet certain criteria specified in Rule 14-a-8. The current [...]
Whistle-blowers “protection program”
December 27, 2010 in Legislation
James Kaplan, cofounder and chairman of Audit Integrity, now part of GovernanceMetrics International, recently published an article in Forbes applauding the Investor Protection Act’s compensation fund for whistle-blowers being expanded to $475 million. “Even without large financial incentives, over 90% of the SEC’s enforcement actions over the years have started with whistle-blower tips,” he notes. [...]
Will Wikileaks Moot FCC v. AT&T on Corporate “Privacy?”
December 6, 2010 in Daily Viewpoint
The first of a series of opinion pieces and feaures I am writing for Bnet is about the juxtaposition of the efforts by corporate executives prevent release of internal documents from the government as Wikileaks takes disclosure fears to a whole new level. As a longtime advocate of more corporate transparency, I have to admit [...]
Countrywide’s Mozilo fesses up some fines… a bit
October 20, 2010 in Daily Viewpoint
It might be the SEC’s largest ever financial penalty against a public company’s executive, but to Angelo Mozilo, $67.5 million is pocket money, especially as Bank of America is liable for $45 million of it so Mozilo will only pay out $22.5 million of it. That’s barely the price of a single year’s cash bonus [...]
Why We Should Not Regulate Proxy Advisory Firms
October 19, 2010 in Regulation
The Securities and Exchange Commission has invited comments on a wide range of topics concerning the proxy system, with tomorrow the last day to file. This is my comment on why the Commission should not regulate proxy advisory firms: Comments regarding proxy voting system reform File Number S7-1410 Ladies and Gentlemen of the U.S. Securities [...]
A Real Conservative on Proxy Access
October 7, 2010 in Proxy Access
Thank goodness for Marty Robins who finally says what all political conservatives and other free market types should have been saying all along. In an excellent op-ed in the Huffington Post, Robins calls on his fellow conservatives to "do the right thing on proxy access." He says that the challenge to proxy access filed by [...]
Why Proxy Access Matters
August 26, 2010 in Proxy Access
Thanks to business, law, economics, and society blog, "The Conglomerate" for publishing my thoughts on the SEC's new proxy access rule: The SEC's new proxy access rule is a modest and most welcome step forward. The post Enron reforms addressed many of the concerns that led to the avalanche of business failures almost ten years [...]
SEC Market Timing The Goldman Sachs Trial?
April 28, 2010 in Executive Pay: Banks
Jeff Cunningham, publisher of Directorship magazine, recently blogged about the investigation into Goldman Sachs. He suggested that the SEC fraud accusation was an example of market timing because it came out on a Friday, a no news day, and the same day that the SEC’s failure in a Ponzi case was catalogued, almost as if [...]