Important ESG Disclosure Recommendations from The SEC’s Advisory Group

On May 14, 2020, the Investor-as-Owner Subcommittee of the SEC Investor Advisory Committeemade new recommendations relating to ESG disclosure, calling sustainability “one of the most significant set of business factors” faced by issuers. The Subcommittee calls on the SEC to make sure the US takes the lead on transparent, material, consistent disclosure. The full report…

Recent Delaware Court of Chancery Decision Sustains Another Caremark Claim at the Pleading Stage

A board of directors has one job: managing risk. Everything they do, selecting, overseeing, compensating, and replacing top management, setting overall strategy, balancing competing interests, is all in service to sustainable growth of the business. Terms like “mission-critical” are just a reflection of that principle. After decades of routinely dismissing such claims, Vice Chancellor Laster’s…

Human Capital: Key Findings from a Survey of Public Company Directors

An EY Center for Board Matters study shows that Nearly 70% of directors say their board spends enough time discussing talent strategy and issues, 78% say their board has a strong understanding of current talent and workforce issues, and 66% say their board has the appropriate skill sets and experience to oversee talent strategy in…

Agency Conflicts and Short- vs Long-Termism in Corporate Policies

The paper demonstrates that the optimal incentive contract generates short- or long-termism in corporate policies, defined as short- or long-term investment levels above the levels attainable in the absence of agency frictions. In other words, short- or long-termism can be an optimal response to the dual agency problem over the short and long run. Long-termism…

Agency Conflicts and Short- vs Long-Termism in Corporate Policies

The paper demonstrates that the optimal incentive contract generates short- or long-termism in corporate policies, defined as short- or long-term investment levels above the levels attainable in the absence of agency frictions. In other words, short- or long-termism can be an optimal response to the dual agency problem over the short and long run. Long-termism…

SEC panel says agency should add sustainability disclosure rules

The SEC should update its reporting requirements for issuers to include ESG factors, the commission’s investor advisory committee said Thursday, voting to approve a recommendation drafted by the committee’s investor-as-owner subcommittee. “The time has come for the SEC to address this issue,” said the recommendation. ESG disclosure from issuers will provide investors “with the material,…

Proxy adviser ISS recommends vote ‘against’ executive pay at Alphabet – Reuters

Institutional Shareholder Services (ISS) has recommended shareholders of Google-parent Alphabet Inc to vote “against” the company’s proposed executive pay at its annual meet in June, according to a report seen by Reuters on Thursday. “The compensation committee has demonstrated poor stewardship of pay programs as evidenced by recurring concerns of outsized awards that are not…

Henry Ford III Is Rising to Top of Dynasty in Deep Trouble

VEA Vice Chair Nell Minow is quoted about the corporate governance concerns relating to family control of Ford Mother Company. The arrangement once again came under scrutiny at the annual meeting. A shareholder proposal to strip the family of its special class of stock and go to a one-share, one-vote arrangement garnered 35% support, up…

New Study on Proxy Voting by Index Funds — Our Supplemental Comment to the SEC

Another supplement to our earlier comments: We incorporate by reference and make a part of this record a study by joseph Farizo, study (Black)Rock the Vote: Index Funds and Opposition to Management (March 2020) with its conclusions, conclusively and decisively refuting the unsupported allegations of “robs-voting” and supports our description of the conflicts of interest…