SEC Approves Final Rules on Proxy Advisors

The U.S. Securities and Exchange Commission has voted to adopt new rules that require proxy advisors to provide companies with access to their voting advice at the same time as shareholders.The SEC’s 3-1 vote on Wednesday followed a years-long battle between corporate lobbyists and governance act...

By Matthew Heller • July 23, 2020

What’s Next Now That AI Has Gone Mainstream?

Just about four years ago, I wrote an article for CFO entitled “The Robo-Accountants Are Coming,” which was meant to calm the hysteria that was rapidly building over the role of artificial intelligence (AI) in professional services. At the time, we knew that AI would soon be infiltrating the audi...

By Vincent Ryan • April 8, 2020

Twitter Makes Deal With Activist Investor Elliott

Twitter announced an agreement with activist investor Elliott Management on Monday that — at least for now — averts a battle over CEO Jack Dorsey’s leadership of the social media giant.Under the agreement, Elliott executive Jesse Cohn, who had been the driving force behind the hedge fund’s campai...

By Matthew Heller • March 9, 2020

Activist Pushes for Removal of Twitter CEO

Twitter CEO Jack Dorsey Twitter shares jumped Monday on news that activist investor Elliott Management is pushing for changes at the company, including the possible removal of CEO Jack Dorsey.Cciting a person familiar with the matter, CNBC said Elliott has nominated four new Twitter board members...

By Matthew Heller • March 3, 2020

More CEOs Must Retain Equity Awards Post-Vesting

The just-ended decade brought dramatic change to the way large companies compensate their CEOs, a new report shows.In particular, today, far more companies require chief executives to retain equity earned through long-term incentives for a period of time beyond its vesting date.In 2010, 35% of S&...

By David McCann • Feb. 3, 2020

Goldman’s Nod to Diversity Draws Some Criticism

Goldman Sachs has gotten plenty of ink since last week, after CEO David Solomon said in Davos, Switzerland, that the investment bank won’t take a company public unless it has at least one woman or person of color on its board of directors.Most of the ink was positive. But there were exceptions th...

By David McCann • Jan. 30, 2020

What Are the Top Concerns for Boards in 2020?

Preparation for an economic downturn is among the issues that will dominate the attention of corporate boards of directors in 2020, according to law firm Akin Gump Strauss Hauer & Feld’s annual look at top board matters.“Certain challenges commonly associated with economic downturns, such as ...

By David McCann • Jan. 13, 2020

Governance Survey Grades Companies With C+

A new measure of the quality of corporate governance grades U.S. public companies overall with only a C+, with many even reporting no formal mechanism for monitoring or evaluating governance.The inaugural American Corporate Governance Index, developed by the Institute of Internal Auditors and the...

By Matthew Heller • Dec. 12, 2019

California Law Mandating Women Directors Is Challenged

It has been a surprisingly strong catalyst to nudge boards to add more female directors. But now, California’s first-in-the-nation law that mandates women on boards is facing a critical court challenge.The libertarian group Pacific Legal Foundation recently filed a federal lawsuit, saying Califor...

By David McCann • Nov. 25, 2019

Clorox Links Executive Pay to Sustainability

Clorox has unveiled a new strategy for “profitable, sustainable and responsible growth” that includes tying the compensation of its CEO, CFO and other executives to meeting environmental, social and governance (ESG) goals.Under its IGNITE strategy, the consumer products company is aiming to, amon...

By Matthew Heller • Oct. 3, 2019

Performance-Based Pay Comes Under Fire

The Council of Institutional Investors this month overhauled its policy on executive compensation, urging public companies to dial back the complexity of their pay plans and set longer periods for measuring performance for incentive awards.While acknowledging that boards of directors need to tail...

By David McCann • Sept. 25, 2019

How to Fend Off Risks Related to Human Trafficking

The Grant & Eisenhofer ESG Institute, a global policy group, on Monday filed a petition asking U.S. Customs and Border Control to ban U.S. importation of palm oil and its derivatives produced by FGV, a Malaysian producer.The petition contends that FGV has exploited foreign migrant workers, so...

By David McCann • June 24, 2019

The Activist Investor: A CFO’s Unlikely Ally

Activist investors are not new to large company CFOs. Even those executives whose organizations have never been the target of an activist campaign are familiar with the stories of the clash of wills that can occur. While activist investors traditionally have been viewed as destructive to an or...

By Chris Ruggeri • March 7, 2019

Tesla Adds ‘Big Believer’ Larry Ellison to Board

Tesla announced on Friday it added Oracle co-founder Larry Ellison to its board as an independent director, describing him as a “big believer” in its sustainable energy mission.Ellison’s appointment follows a settlement with the U.S. Securities and Exchange Commission of allegations Tesla CEO Elo...

By Matthew Heller • Dec. 28, 2018

Top Issues for Boards Heading Into 2019

It’s hardly a secret that corporate boards of directors are under heightened pressure these days, compared with the traditional, rather rote state of affairs. Investors, corporate governance organizations, and regulators have all turned up the heat over the past few years.The most acute pressure ...

By David McCann • Dec. 26, 2018

Shutdown to Affect 800,000 Federal Workers

With Congress having adjourned Friday without reaching an agreement on a government funding bill, hundreds of thousands of federal employees are facing the prospect of being furloughed or working without pay.The impasse on Capitol Hill ensured a shutdown of nine federal departments and several ag...

By Matthew Heller • Dec. 25, 2018

ISS Rules for New Campbell Board Members

Investor advisory firm Institutional Shareholder Services supported Daniel Loeb’s hedge fund, Third Point, in its effort to put five nominees on the board of directors of Campbell Soup.ISS says Campbell made a number of missteps under its current board and suffered poor performance that appeared ...

By William Sprouse • Nov. 15, 2018

Boards Sharpen Focus on Social Issues

While the population grows ever-more polarized around social issues, corporate boards of directors don’t necessarily need to consider them. Increasingly, though, they are doing so.In fact, in just the past year such issues have gained far more visibility in boardrooms.In a survey released Wednesd...

By David McCann • Oct. 17, 2018

Activist Seeks Records in Campbell Soup Fight

Activist investor Daniel Loeb is stepping up his campaign to replace Campbell Soup’s board, demanding in a letter to the ailing company that it provide him with access to internal documents.According to Reuters, Loeb’s Third Point hedge fund delivered the letter to Campbell Soup on Wednesday, cit...

By Matthew Heller • Oct. 4, 2018

Warning: Don’t Mention Trade Secrets in 10-Ks

The tentacles of cyber crime seem to be reaching everywhere. For one, have you considered your company’s exposure to the potential threat of trade secrets being stolen?Trade secrets are among the primary means by which companies create and maintain value. The ability to prevent them from being st...

By David McCann • July 16, 2018

DocuSign Adds Tech Execs in Board Reshuffle

DocuSign is reshuffling almost half its board, with founder Tom Gonser among those leaving as part of what it called a “planned transition” to a public company.Gonser, chairman and former CEO Keith Krach, and three venture capitalists are resigning while three executives with extensive tech exper...

By Matthew Heller • July 12, 2018

Xerox CEO to Step Down in Victory for Icahn

Xerox said Wednesday that embattled CEO Jeff Jacobson will step down, giving a major triumph to billionaire Carl Icahn in his campaign against the company’s proposed merger with Fujifilm.Jacobson — and most of the Xerox board — will resign to settle a lawsuit that Icahn and another major Xerox sh...

By Matthew Heller • May 2, 2018

New SEC Policy Seen as Threat to Proxy Votes

Companies including Amazon, PayPal, and Dunkin’ Brands have succeeded in blocking shareholder votes on environmental issues under new regulatory guidance.The U.S. Securities and Exchange Commission released the guidance in November after being lobbied by business groups to limit shareholder resol...

By Matthew Heller • April 20, 2018

ISS Urges ‘No’ Vote on Five Equifax Directors

Proxy adviser Institutional Shareholder Services has recommended that Equifax shareholders not re-elect the company’s chairman and four other board members who served on its technology committee before what may be the most costly data breach in corporate history.ISS said in a note to institutiona...

By Matthew Heller • April 16, 2018

GE Adds Accounting, Finance Experts to Board

General Electric has nominated three new directors to beef up its turnaround team, including the former head of the Financial Accounting Standards Board and the former CFO of AT&T.The giant conglomerate is in the midst of a restructuring as it attempts to restore investor confidence. GE stock...

By Matthew Heller • Feb. 26, 2018