About NYSE Governance Services

NYSE Governance Services is an integrated suite of resources for public and privately held companies worldwide seeking to create a leadership advantage through corporate governance, risk, ethics, and compliance practices. NYSE Governance Services leverages the expertise of Corpedia®, a leader in risk assessment and e-learning for ethics and compliance, and Corporate Board Member®, a trusted source on governance matters for company directors and C-level executives– both NYSE companies. NYSE Governance Services offers a range of training programs, advisory services, benchmarking analysis and scorecards, exclusive access to peer-to-peer events, and thought leadership on key governance topics for company directors and C-level executives. www.nyse.com/governance

Resources

Protecting Shareholder Value: The Role of GCs, CCOs, and IR

NYSE Governance Services is excited to announce a new event developed specifically for general counsel, corporate secretaries, chief compliance officers, and investor relations executives. Make plans to join us for Protecting Shareholder Value: The Role of GCs, CCOs, and IR on September 9, 2014 in Chicago, IL.

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M&A in 2013: Six Considerations for Boards

Fourth Quarter 2013 Corporate Board Member by Deborah Scally While M&A has not yet rebounded to its heyday level of 2007, there are positive signs for deal making at the midway mark of the year. According to Mergermarket, deal values are inching upward on a year-over-year comparison basis as of H1 2013, and many observers…

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Simmering Risk: Cyber Attacks and Government Investigations

First Quarter 2012 Corporate Board Member by Charles Keenan Corporate Board Member tapped the expertise of Chandra Reddy Metzler, president, U.S. and Canada Financial Lines, Chartis Insurance Corp., and William M. Steers, president, Gunn Steers & Co. LLC, to discuss two simmering topics for boards today. The SEC has announced guidance regarding disclosure of insurance to…

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M&A Liability: Post-Closing Risk

First Quarter 2012 Corporate Board Member by Charles Keenan Few things are more stressful to a board that undergoing a merger or acquisition—no matter which side of the table you’re on. Not only is the future of the company riding on the outcome, there are myriad ways liability can crop up before the deal is…

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Maximizing Value: Considerations for Directors of a Company in Distress

by Michael H. Torkin, Sullivan & Cromwell LLP The U.S. corporate default rate currently is below historical averages, hovering slightly below 2008 pre-crisis levels.  Restructuring professionals, however, are cautioning that a rising interest rate environment, exacerbated by the Fed’s reduction in fiscal stimulus, could lead to a softening of the ongoing robust multiyear credit cycle.…

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2013 Year-End FCPA Update

from Gibson Dunn FCPA OVERVIEW The FCPA’s anti-bribery provisions make it illegal to corruptly offer or provide money or anything of value to officials of foreign governments or foreign political parties with the intent to obtain or retain business.  The anti-bribery provisions apply to “issuers,” “domestic concerns,” and “agents” acting on behalf of issuers and…

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What Directors Think

First Quarter 2014 Corporate Board Member by Deborah Scally and Kimberly Crowe What kind of board does your company need to maintain a competitive edge? Industry and leadership experience are obviously important factors and most boards have added a financial expert thanks to Sarbanes-Oxley, but does your board have IT expertise? Social media savvy? How…

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What Directors Think: Part 2

Most boards have formal policies regarding ongoing board service and tenure. Just over half (53%) of directors reported that their boards employ a mandatory retirement age. In addition, 39% said their boards require a mandatory resignation submission in the event of a personal reputational event, such as a bankruptcy or arrest, and 28% require a…

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What Directors Think: Part 3

Ironically, despite the earlier finding noting that two-thirds of directors believe it’s important to refresh the board, they rated themselves least effective in terms of the nominating/governance committee’s process to effectively encourage board turnover and to create a board that has a balance of needed skills and diversity. Other relative weaknesses noted by respondents include…

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What Directors Think: Part 4

Another tough leadership decision boards have to face is whether to split the chairman/CEO role, an issue that was elevated following the financial crisis of 2008. In light of increasing investor pressure, it’s not surprising that 69% agree or strongly agree that splitting these roles results in more favorable proxy advisory recommendations; likewise, 64% agree…

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Becoming an FCPA-Savvy Director

by Homer E. Moyer, Jr., Miller & Chevalier How can directors, who are not management, but whose responsibilities extend to their companies’ anti-corruption compliance programs, meaningfully help the companies they serve? One answer is: by becoming FCPA-savvy directors. In defining how a board member can be a knowledgeable and valuable company resource in managing FCPA…

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Top 10 Topics for Directors in 2014

from Akin Gump U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid continuing fiscal uncertainty and game-changing advances in information technology 2. Address cybersecurity 3. Set appropriate executive compensation as shareholders increasingly focus…

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Costs of FCPA Investigations – A Board Issue?

by Homer E. Moyer, Jr., Miller & Chevalier Even major corporations consider a $10 million FCPA investigation to be a large expenditure.  But investigations costing that much or more are no longer aberrational, as public reports and SEC filings in 2013 have made clear. Companies that are not transnational behemoths – Nordion, Diebold, and Dun…

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Executive Compensation: A 2013 Opinion Survey of Compensation Committee Members

from Corporate Board Member and Pay Governance NYSE Governance Services, Corporate Board Member and Pay Governance LLC collaborated in the fall of 2013 to survey the opinions of compensation committee members at U.S. publicly traded companies to tap into their views regarding the state of executive pay. Specifically, the survey sought to ascertain what compensation…

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Growing Goodness, Annie’s Way

Fourth Quarter 2013 Corporate Board Member by Deborah Scally For investors who nabbed the offering of 950,000 shares of common stock at $19 a share in March 2012, Annie’s has certainly made good on its tagline “Growing Goodness.” In the 18 months since its IPO, the Berkeley, California-based company, trading as BNNY on the NYSE…

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Risk Oversight and the Board

Fourth Quarter 2013 Corporate Board Member This fall, Thomson Reuters and NYSE Governance Services, Corporate Board Member collaborated on the 2013 Risk Oversight Survey to determine the quality and scope of information directors of publicly traded companies receive prior to board meetings and the ways in which they work with members of management to analyze and…

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The Art of Proxy Design

Fourth Quarter 2013 Corporate Board Member by John R. Engen The proxy statement might still be published on chiffon-thin paper and loaded with required legalese. But at a growing number of companies, it’s reading more like a high-gloss magazine—with board members as feature players. Prudential Financial Inc., Johnson & Johnson, and Pepsico are among the…

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How Sweet It Is!

Third Quarter 2013 Corporate Board Member by Deborah Scally Describing his role at The Hershey Company as the “first among equals,” Chairman Jim Nevels has a lot to smile about as he leads the board of one of the world’s most respected confectionery empires. Jim Nevels has a sweet job—literally. As chairman of The Hershey…

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Boards Worry Over Long-Term Risk

from King & Spalding Members of the North American Audit Committee Leadership Network (ACLN) and the Lead Director Network (LDN) met in New York to discuss the board’s oversight of risk, among other topics. The discussion among ACLN and LDN members and other participants in the meeting brought forth three major points: Boards are worried about…

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Bridging The Gap: CFOs And Boards’ Views On M&A

Third Quarter 2013 Corporate Board Member When a corporation embarks on a strategic growth opportunity that involves a merger or acquisition, the communications between the board and management can make a critical difference in endeavoring to provide a smooth transaction and post-integration process. The board has a responsibility to stay informed during a transaction, and…

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Risk Oversight in China Operations

Third Quarter 2013 Corporate Board Member by Matthew Solum, Kirkland & Ellis LLP So far this year, a series of Delaware cases has underscored the duty of directors to oversee operations overseas and, specifically, in China. The allegations in the cases follow a strikingly similar pattern. Each of the cases involved a corporation that was…

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The Global Transformation in Laws Against Foreign Bribery

by Homer Moyer, Miller & Chevalier Board members, who need to be vigilant about the corruption risks their company faces and about its anti-corruption program, will benefit from being aware of profound changes that are underway internationally in laws prohibiting bribery of government officials.  Although board members need not become legal experts, they can better…

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Tackling Carve-Outs: Important Issues in Sales of Divisions and Subsidiaries

by Gibson, Dunn & Crutcher LLP Sales of divisions or subsidiaries, so-called “carve-outs,” are among the most complex M&A transactions. Carve-outs often necessitate not only a complicated division of assets and liabilities between the parent and the carved-out business, but also a comprehensive understanding of the carved-out business and how it will operate once it…

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Why Merger Cases Settle

by Doug Clark, Wilson Sonsini Goodrich & Rosati A lot of ink has been spilled about lawsuits filed immediately after a public company sale or merger is announced.  The consulting firms that historically tracked only traditional securities class actions now assiduously monitor M&A litigation and the outcomes of those cases.  As a consequence, we now know…

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Top 10 Considerations When Selling Your Company to a PE Firm

by John M. Pollack, David E. Rosewater, Michael E. Swartz and Pavel A. Shaitanoff, Schulte Roth & Zabel LLP For a board of directors of a public company, perhaps no decision is as important (and litigious) as the sale of the company in a change-of-control transaction. The good news is that Delaware courts have a…

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Making the Grade in Sound Investing

First Quarter 2013 Corporate Board Member by Deborah Scally CalSTRS is the largest teachers’ pension fund in the United States, providing for the retirement needs of California’s K-12 and community college teachers with roughly 856,000 beneficiaries currently, both active and retired. Since 2008, Anne Sheehan has served as the director of corporate governance within the…

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Want to Send the Right Message? Listen to Your Stakeholders

First Quarter 2013 Corporate Board Member by Kimberly Crowe It used to be that it wasn’t so hard for a company to pacify its key stakeholders—investors, customers, and employees—even in moments of crisis. Now, that group has grown to include regulators, politicians, watchdogs, and the public at large. Couple that burgeoning audience with the relentless…

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Three Simple Steps to a Great Company

First Quarter 2013 Corporate Board Member by TK Kerstetter Countless words have been written about how to create and sustain a great company. But in most cases, the steps can be boiled down to this: 1. Understand what it means to have a successful corporate culture. 2. Research the companies that have consistently performed over…

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Executive Contracts: Ties that Bind

Third Quarter 2012 Corporate Board Member by Charles Keenan Corporate Board Member recently interviewed Laura O’Donnell, partner, Haynes and Boone LLP, to talk about the current corporate landscape for executive retention and what boards should know when evaluating executive contracts. Executive contracts have become the norm for just about all hires at the executive level.…

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IDL: Looking Out for No. 1

First Quarter 2012 Corporate Board Member by Charles Keenan While most aspects of group coverage afford liability protection to the individual directors as well as to the company itself, sometimes there may be gaps, especially when there is a large claim that essentially depletes the limits set up under the main policy. To address those…

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Seven Questions Directors Should Ask About D&O Coverage

First Quarter 2012 Corporate Board Member by Charles Keenan Joining a board of directors isn’t without risk. Christine Weirsky, public relations director, Marketing and Communications, North America, XL Group Insurance, says directors should never shy away from asking about what coverage is available to protect them. Are the company’s policy limits appropriate to its risk…

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A New Frontier

First Quarter 2012 Corporate Board Member by Deborah Scally Maggie Wilderotter, chairman and CEO of Frontier Communications Corp., has a full agenda for 2012. To start, she must oversee the telecom as it digests its 14-state acquisition of Verizon and do so amid headwinds that aren’t likely to abate in the near future. But Wilderotter’s…

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Say on Pay: Avoiding the Crosshairs

Corporate Board Member by Charles Keenan Corporate Board Member talked to Carol A.N. Zacharias, deputy general counsel, North America, ACE Group, about litigation and the potential for director liability related to say-on-pay lawsuits this proxy season. Here’s what she had to say. Say on pay is arguably the 2012 proxy season’s most contentious issue. Since say-on-pay…

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