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Monthly Archives: January 2015


Davos 2015 – Global Risks 2015 Issue Briefing

World-leading experts provide a briefing and answer questions on the world’s changing risks landscape and how to build amore resilient future. Speaker• Axel P. Lehmann, Member, Group Executive Committee; Group Chief Risk Officer; Regional Chairman, Europe, Zurich Insurance Group, Switzerland.

Conflicts Of Interest Within The Proxy Advisory Industry

In early May 2012, Institutional Shareholder Services (ISS), a leading proxy advisory firm, recommended against the Equity Incentive Plan of Axcelis Technologies, a manufacturer of capital equipment for the global semiconductor industry.

Proxy Advisors Developing Best Practice Principles

Some commentators in the corporate governance arena take a critical stand towards proxy advisors. The European Commission announced in 2012 that it may take action in the field of proxy advisors and presented a moderate draft of key principles for the conduct of proxy advisors in April 2014. Do we need mandatory regulation of proxy advisors

eDiscovery Over The Next Decade

In the 1990s, the world entered the digital age, which is a kind of age that has never existed before in all of history. Today - and there is no reason this situation will change fundamentally in the coming decade - electronic information is inherent in all aspects of business, government and private life. The digital age obliges legal organisations to grapple with substantial complexity in managing electronic data.

Debate Over Proxy Advisors Rages On

When the final report of the European Securities and Markets Authority (ESMA) in February 2013 concluded that there was no ‘clear evidence of market failure in relation to how proxy advisors interact with investors and issuers’, I genuinely thought that the debate would end there, at least in Europe. But issuers decided to keep it alive and the European Commission recently included an article on proxy advisors in its proposal to revise the Shareholder Rights Directive (SRD).

Responding To The Growing Risk Of Cyber-attacks

Has your business been a victim of cyber-crime? Even if you think you have so far escaped the attention of the hackers, how can you be sure? Cyber-attacks are not always immediately obvious. In a worst-case scenario you may not even realise that you have been a victim until your customers tell you that something is wrong.

Protecting The Whistleblower

Information provided by both internal and external whistleblowers plays a central role in identifying and preventing financial, political and environmental corruption. Yet there are a host of political and social factors that discourage whistleblowing in the workplace - not least the fear of reprisals and that their disclosures will not make a difference.

Positive Trends In US Compensation

There are plenty of naysayers when it comes to executive compensation in the US. The rise in CEO pay in the post-crisis era regularly gets compared to the relatively stagnant wage increases for average American workers and there is rarely a week without a story about an executive who received a multimillion dollar payout as the result of being hired, fired or acquired. However, we see many positive trends in executive compensation since the financial crisis and specific actions being taken by board members to use compensation as a driver of strategic value.

Securing The Digital Boardroom

Over the past decade boardrooms around the world have been discussing and turning to digital solutions such as board portals as a way to more effectively manage and collaborate. The idea of a paperless boardroom came as a result of three main observations: reinforced regulation on transparency such as the Sarbanes Oxley Act in 2002 established after public corporate scandals; the advent of new technologies in many aspects of our daily lives; and complaints from directors of organisations across various sectors tired of bulky board packs specific to each board or committee meeting.

An Evolved Board Is An Engaged and Ethical Board

Why do corporate boards exist? That is not intended as a philosophical or rhetorical question but rather one with a concrete and practical response. Corporate boards, when they are properly constituted and enabled to function effectively, elevate the performance of the CEO from a governance perspective. When boards perform at their peak, they are meeting not only their governance objectives but their highest ethical purpose as well.