I received a call from a board chair the other day. He wanted to see pay arrangements for his company’s C-suite executives to confirm that potential CEO successors heading business units were properly compensated. He felt entitled to this information …
Why CEOs earn 400 Times Average Employee Salaries
I attended an American Bar Association seminar last week by telephone that was very informative. It was a presentation by an American colleague, Professor Charles Elson, and his graduate student, Craig Ferrere, on executive pay and the use of peer …
Audit Committee and Risk Management Oversight Questions for Boards
Many of the questions below are based on hypothetical and disguised but plausible scenarios that I researched, or upon which I directly advised. Let’s say a worker is responsible for maintenance of a machine, but because of time pressures, cuts …
Corporate Governance in the European Union: Emerging Developments, Part 2
(Continued from Part 1.) Shareholders: Are there any EU legal rules that are contributing to inappropriate short-termism among investors? If so, how could these rules be changed to prevent such behaviour? (Short-termism could occur via asset manager relationships resulting from …
Corporate Governance in the European Union: Emerging Developments, Part 1
The European Commission is proposing a series of corporate governance reforms for EU member countries. As the reform’s “Green Paper” (as it is called) sets out in its introduction, the G20 Finance Ministers and Central Bank Governors emphasized in late …
Ten Suggestions to Reform Executive Compensation Oversight
I recently served as a compensation consultant asked by board and compensation committee chairs to recommend changes to a CEO’s compensation package. I was clear with the CEO that my client was the chairs, not the CEO, and my task …
Six Corporate Governance Lessons for Boards of Directors from News Corp and Rupert Murdoch
I remember one of the first times I observed a control block board in action. I was seated in the corner of a large room, with a yellow note pad. Very esteemed directors were at the boardtable. After a short …
Ken Feinberg on Independence of Compensation Consultants
Former Special Master for TARP Executive Compensation Kenneth Feinberg gave a key note address to a full room of 112 corporate governance academics from 27 countries being held at The Wharton School yesterday. Mr Feinberg said he “remained dubious” of …
Risk Oversight by the Board ~ To What Extent?
A bus driver veers off course and travels under a bridge killing and injuring several people. A natural gas pipeline containing numerous welds of smaller segments explodes in a residential neighborhood, destroying several dozen homes. A food company sells bacteria-infected …
The Dodd-Frank Wall Street Reform and Consumer Protection Act ~ Significant Corporate Governance and Financial Services Changes Forthcoming
On July 15th, after passing the US House of Representatives, the US Senate passed, by a vote of 60 to 39, the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Act was signed into law by President Obama on …