I am currently interviewing shareholder activists, hedge funds and private equity leaders on changes to public company boards to make them more focused on value creation and company performance. I am also interviewing leading directors and CEOs. My research reveals …
Does Your Compensation Committee Need A Reset?
Executive pay practices are in the news on a regular basis. Just in the past few weeks, after meeting with investors, the performance metrics for Citigroup were changed following a failed say on pay vote a year ago. Yesterday, it …
Does your Audit Committee Need a Reset?
I was recently asked to speak to audit committee members in Niagara-on-the-Lake on best practices for audit committees. See my slides here. I was particularly critical of how audit committees and boards oversee risk. Risk systems in many companies are …
Best practices in corporate governance, gender diversity and shareholder activism
I am giving a talk this week as part of a panel discussion on the above topic. Here is the advert if people are intersted, and here are my slides.
What a Board Expects from Management, and What Management Expects from a Board
I recently trained a group of directors and CEOs from the banking and agricultural sectors in Texas and Arizona. We discussed mutual expectations on the part of the board and management. The following represents the output of these discussions, which …
20 Questions For New Directors Asked to Join a Not-for-Profit Board in 2013
A female bank vice president was asked to join a not-for-profit (NFP) board and asked me what questions she should ask, before she joined. I shared what follows with her, and I reproduced it below and amended it. Here are …
Should governance lawyers be independent?
Most boards need professional advisors, such as auditors, compensation consultants and lawyers. After Enron and WorldCom frauds of 2002, regulators stepped in to ensure that auditors were hired by – and accountable to – the audit committee of the board, …
What boards and individual directors can learn from Toronto Mayor Rob Ford and managing conflicts of interest
What is the lesson here for boards of directors and individual directors and officers? Avoid conflicts of interest at all times, but if and when they do occur, the test is perception and process. Every board should have a conflict …
Mayor of Toronto Rob Ford’s Errors
Rob Ford apologized yesterday, but that should have occurred months if not years ago when the letterhead to solicit donations was used. He said he did not benefit from the conflict of interest. This is not only incorrect, but also …
Governance at the Salvation Army
The Salvation Army recently dismissed Mr. David Rennie, its executive director of its toy warehouse in Toronto, where there was an alleged “massive” theft of $2M in children’s toys. This amount of toys, which were recently located, along with Mr. …