2018
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On Governance: Stock Buybacks – A Recent Trend That May Change Executive Compensation Pay Practices
October 11 | James F. Reda, Managing Director, Executive Compensation, Arthur J. Gallagher & Co Human Resources & Compensation Consulting Practice | Comments (1)Care should be taken to avoid enrichment of executive pay packages as a result of a stock buyback. The selection of performance measures and corresponding performance levels can be one of the most difficult aspects of designing an incentive compensation program for executives.
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On Governance: New California Law – Don’t Fear the Gender Quota
October 04 | Sophie L'Helias, Founder, LeaderXXchange™, ESG Center Fellow | Comments (0)California's new corporate board quota law marks the first time a U.S. state will mandate gender diversity. It will put pressure on companies to be more diverse. While it will most likely be challenged in court, companies potentially affected could begin managing internal targets for naming female directors and disclosing to stakeholders who can assess whether their intentions match their outcomes.
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On Governance: California Becomes the First State to Impose Gender Quotas on Corporate Boards
October 01 | Carol Hansell, Senior Partner, Hansell LLP, ESG Center Fellow | Comments (0)Even if the new gender diversity law is successfully challenged, the fact of it having been enacted by the State of California sends a strong signal. It is an important consideration for boards to incorporate in their board composition deliberations.
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On Governance: Dear Washington: How can we miss you if you don’t go away?
September 25 | Robert Lamm, ESG Center Fellow, The Conference Board | Comments (0)President Trump’s proposal to change financial reporting to every six months from quarterly and Sen. Elizabeth Warren’s American Capitalism Act are two examples of how Washington puts forth “slapdash” efforts instead of wholistic ones to address governance issues.
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On Governance: State Law Implementation of The New Paradigm
September 17 | Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz | Ryan A. McLeod | Comments (0)With, among other things, the embrace of corporate purpose, ESG, and long-term investment strategy by BlackRock, State Street and Vanguard; the adoption and promotion by the World Economic Forum of The New Paradigm; and the introduction of legislation by Senator Warren to achieve stakeholder corporate governance by way of mandatory federal incorporation, it is clear that we are at a new inflection point in the development of corporate governance.
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On Governance: Government Relations Expanding Role in Cybersecurity Risk
September 10 | Bob Zukis, Founder and CEO, Digital Directors Network, ESG Center Fellow | Comments (0)Cybersecurity governance and the broader issues around digital governance are emergent competencies in the corporate boardroom. Being proactive and building a coordinated enterprise approach to these issues is a good starting point and GR has a key role to play.
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On Governance: Tax Reform: IRS Issues Guidance on Section 162(m)
September 04 | Michael J. Albano, Partner, Cleary Gottlieb Steen & Hamilton LLP | Mary Alcock, Counsel, Cleary Gottlieb Steen & Hamilton LLP | Caroline Hayday, Counsel, Cleary Gottlieb | Comments (0)Companies should carefully review the compensation arrangements of all individuals who were at any time serving as executive officers during the year and any proposed changes thereto in light of the new guidance in order to determine when the Section 162(m) deductibility limit may apply.
