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Don't look now, but controversy over board election procedures is about to flare anew. 'What!' we can hear you say. 'Haven't nearly all companies converted to majority voting by now? [...]

Just because you get a shiny new hammer, that doesn't mean everything in your house is suddenly a nail. Yet that is the impression we get from the breathless pronunciations [...]

Times certainly have changed. Many CEOs greeted corporate governance demands with choice four-letter words in recent years. So it was remarkable when, on July 21, a small cohort of America's [...]

We are beyond being shocked by systemic governance, risk, and compliance issues in banks. After all, we did write a recent book called 'What They Do With Your Money: How [...]

Shrewd governance professionals want reliable reconnaissance so they can help U.S. boards avoid surprises, investor challenges, or activist attacks. One of the most prized skills of the job is knowing [...]

Buybacks get lots of bad press. Driven by low interest rates and a perceived lack of investment opportunities, American public companies spent $1.5 trillion buying back their own stock between [...]

Is it too late to revisit a prediction we made in January? Back then we forecast that 2015 would feature 'an unprecedented assault on proxy advisers.' Former SEC Commissioner Daniel [...]

Visitors to London can't help but hear, repeatedly, the recorded warning on the underground to 'mind the gap' about the space between the train and the station platform. It's become [...]

Every once in a while, something arresting comes along in corporate governance that qualifies as a tipping point. Last year, it was the tide of votes in favor of proxy [...]

Welcome to proxy season 2016. As they do every year, corporate-specific developments dominate the news. Yes, the problems at Valeant, the succession battle at Viacom, and the almost daily reports [...]

If you zoom from the trenches to orbital distance, it becomes clear--and striking--how corporate governance in the United States has transformed seemingly overnight. For decades, corporate governance had been little [...]

We wish we could force every corporate official and regulator to re-read Hans Christian Andersen's fable of the emperor's new clothes. In that tale, two fast-talking weavers convince the emperor [...]

It's time for our annual predictions of the major corporate governance trends for the new year. Before we dust off our crystal ball, though, we need to check our record [...]

Cindy Fornelli, executive director of the Center for Audit Quality, often compares a corporate board's audit committee to the kitchen drawer: it's where everything important goes when you have no [...]

The 2015 annual meeting season was a whirlwind, driven by surprise voting outcomes and regulatory flip-flops on proxy access. But 2016 could well be tougher, because presidential politics promises to [...]

The respected audit committee chair said: 'I have never met a piece of information that investors don't want,' more in exasperation than in anger. We had been having a conversation [...]

In a late summer surprise, 'China' emerged as the scariest word in capitalism. As investors now know too well, a surprise devaluation in the yuan brought into high focus long-standing [...]

George Bernard Shaw once said the single biggest problem with communication is the illusion that it has taken place. Shaw was a pretty good playwright. And were he alive today, [...]

If the surprise-packed 2015 proxy season carried any lesson, it was that the era of shareholder-director communication has arrived--especially as an antidote to (or a prophylactic against) the challenge of [...]

Innumerable breathless commentaries aside, there are simple lessons to learn from the DuPont-Trian proxy battle witnessed earlier this spring. Before we get to them, let's touch on the cardinal rule [...]

Picture this as a fresh governance requirement: Every corporate board must have a worker sitting on the compensation committee. If that seems far-fetched, think again. Britain's Labour party has cemented [...]

Relax and enjoy! You can soon have that morning donut without worrying about the nanotech particles that had been sprinkled atop as a whitening agent for the powdered sugar. That's [...]

A funny thing happened on the way to a 2015 annual meeting season long expected to be polarized by the return of proxy access. Actually, three things happened: Whole Foods, [...]

The first rule of care and feeding of directors and CEOs is 'no surprises.' A major one is lurking in the new revenue recognition rules adopted by the United States [...]

We think weather forecasters should have to appear alongside a score showing how their past predictions have squared with reality. That would help consumers weigh how much to trust them [...]

Here is a fact, not an opinion: Creating sustainable, long-term value turns out not to be a central driver of executive compensation today. As counter-intuitive as that observation seems, it [...]

It's fairly easy to get a CEO's blood pressure spiking: just mention the two leading proxy advisers Institutional Shareholder Services and Glass Lewis. Some chief executives have accused these firms [...]

The lack of transparency into what happens inside public company boardrooms has long frustrated investors. In no other corporate governance relationship is the information asymmetry so stark and, perhaps more [...]

If 1967 was the summer of love, and 1996 the summer of the Macarena, then 2014 was the summer of the Ice Bucket Challenge. If you don't know what that [...]

Cyber-security suddenly is everywhere. Beginning with the U.S. Department of Commerce's release of its long-awaited National Institute of Standards and Technology (NIST) framework for cyber-security earlier this year, we have [...]

Not long ago, executives could track the path of relevant regulation by casting an occasional weather eye on the Securities and Exchange Commission. If you were an expert, you glanced [...]

For nearly 30 years, until his death in 1955, Albert Einstein searched for a unified theory of physics. Confronted with an incomplete understanding of the universe, he also was motivated [...]

Attention board members: Investor activism and its widening influence are here to stay. Activist investors have become an everyday presence in the business news headlines, affecting companies as iconic as [...]

In past years, our eyes glazed over during proxy season from so much focus on a series of corporate-specific issues. Questions put to shareholders often had little bearing on the [...]

Steve Jobs famously upended industries, from mobile to music, when he ran Apple. Might his successor Tim Cook now be carving his own revolutionary path by overhauling the way investors, [...]

Former Supreme Court Justice and Securities and Exchange Commission Chairman William Douglas may not yet be spinning in his grave, but his eternal rest may be getting a bit fitful. [...]

Welcome to our annual predictions column, where we peer into our crystal ball and relay what we see for the coming year in corporate governance trends. Even with a magic [...]

During the last several months various regulatory changes and enforcement actions have combined to task audit committees with expanded duties. Now, two recent reports have provided a roadmap for improved [...]

The United Nations created the Principles for Responsible Investment (PRI) seven years ago to encourage the integration of sustainability into how investors make investment decisions and engage with their portfolio [...]

Sherlock Holmes, the fictional uber-detective, once solved a mystery by noting that the watchdog did not bark. Silence, as Holmes reported, carries valuable information. Listen carefully. Today's market for corporate [...]

Remember the scene from Woody Allen's 1973 movie 'Sleeper' when the main character wakes up from hibernation 200 years into the future? He asks for wheat germ for breakfast, making [...]

How much time does your audit committee spend on internal controls? We're willing to bet that whatever your answer, it will be more in the future. Over the past few [...]

As summer unfolds, doors are opening to allow legions of dazed, sun-deprived general counsels, governance officers, and investor proxy voters to emerge from the annual meeting season for some fresh [...]

Memo to institutional investors: Welcome to the spotlight. Hope you like it hot. Until recently, blame for corporate debacles was cast mostly on CEOs and directors, with an occasional supporting [...]

How often have you heard this corporate governance mantra: 'We don't want one-size-fits-all rules'? Instead, we want boards to exercise judgment, shaping practices to their company's particular needs. We hear [...]

Writer Evelyn Beatrice Hall coined the famous maxim, 'I disapprove of what you say, but will defend to the death your right to say it' in her biography of Voltaire. [...]

Early this year, Coca Cola began spending millions of dollars on advertising regarding obesity, highlighting the steps it has taken to reduce its products' average calorie count per serving. It [...]

A Mayan end of the world may have been averted, but the New Year still does bring a reckoning---for us. At the start of each year we predict governance trends [...]

When lawyer and corporate governance icon Ira Millstein was once asked a quarter century ago why institutional investors submit shareholder resolutions on issues such as requiring a majority of independent [...]