This is a very unusual ruling because judges usually defer to boards’ compensation decisions as well within their discretion under the broad protection of the business judgment rule. But this was a $2.6 BILLION pay package. And, significantly, the compensation committee had conflicts. A Delaware judge ruled on Friday that Tesla Inc’s (TSLA.O) board of…
Category: boards
Findings of the ISS Global Survey 2019
The findings of the annual ISS survey on investor priorities: Board Gender Diversity: Majorities of both investors (61 percent) and non-investors (55 percent) agreed with the view that board gender diversity is an essential attribute of effective board governance regardless of the company or its market. Approximately 27 percent of investors tended to favor a market-by-market…
Board independence revealed as key issue for investors in 2020
Two interesting things about this. First is the increased interest in independent board chairs in Europe. And the second is that for the umpteenth time we again see that ISS follows the customers at least as often as the other way around. The independence of company chairs in Europe could figure heavily in the deliberations…
Ex-Corporate Lawyer’s Idea: Rein In ‘Sociopaths’ in the Boardroom – The New York Times
We’re pleased that retired lawyer-turned novelist Jamie Gamble finally figured out that his corporate clients are “sociopaths” but believe he is creating a false dichotomy. Shareholder value does not require corporate officers and directors to ignore ethics and values; on the contrary. It is impossible to create long-term, sustainable shareholder value without scrupulous attention to…
A “Solution” That Will Make Things Worse
Professors Stephen M. Bainbridge and M. Todd Henderson acknowledge that boards of directors are not very effective, especially when the companies they are supposed to oversee are larger and more complex than any private organizations in history. But the solution they propose in their new book, Outsourcing the Board: How Board Service Providers Can Improve…
Corporate Board Practices in the Russell 3000 and S&P 500: 2019 Edition | The Conference Board
Corporate governance has undergone a profound transformation in the last two decades, as a result of the legislative and regulatory changes that have expanded director responsibilities as well as the rise of more vocal shareholders. Yet the composition of the board of directors has not changed as rapidly as other governance practices, and to this…
VEA Vice Chair Nell Minow on Boeing: ‘There Is Something Wrong with the Board’
“By virtue of the fact that this company has ended up where it is, there is something wrong with the board, says corporate governance expert Nell Minow, Vice Chair of ValueEdge Advisors. “At the end of the day, the buck literally stops with them.”….A more detailed look reveals some concerning details around Boeing’s board composition….
Billionaire Chairman’s Sons Are Cutting Deals With D.R. Horton – Bloomberg
VEA Vice Chair Nell Minow is quoted in an article about an insider transaction that raises some very significant conflict of interest concerns. Those are important details, said Nell Minow, the vice chairwoman of ValueEdge Advisors, which specializes in corporate governance. Before a public company approves a deal with fathers, sons or other related parties,…
Illinois Takes Steps Toward Adopting a California-Like Board Diversity Bill
Some of Illinois’ largest companies would have to take a critical look at who’s calling the shots in their boardrooms if a bill making its way through Springfield becomes reality. The legislation, which narrowly passed the House last month, would require any publicly traded company with an Illinois headquarters to have at least one woman…
Four Tesla directors to leave in governance overhaul | Financial Times
Tesla disclosed that four of its directors are to step down as part of a governance overhaul at the electric car maker, following criticism in recent months of the board’s failure to exert more control over chief executive Elon Musk. The shake-up was announced late on Friday, and came after the company’s new independent chairwoman,…
