I don’t look at my RSS feed or my Twitter account until I’m finished with my day’s work, so it wasn’t until last night that I read Broc Romanek’s blog post announcing his retirement from thecorporatecounsel.net. He’s already received a number of gracious and, I am sure, sincere paeans, including from my friend and mentee
Yes, it’s that time of year again. Turkey, Black Friday, decking the halls, office parties, and the annual issuance of ISS’s voting policies for the coming year.
To make sure I’m on Santa’s good list, I need to be honest – and, to be honest, the 2018 changes seem rather benign. In fact, as noted below, ISS hasn’t gone as far as some of its mainstream members in terms of encouraging board diversity and sustainability initiatives.
Here’s a quick rundown on the key changes for 2018:
- Director Compensation: Director compensation – or at least excessive director compensation – has been looming ever larger as a hot topic in governance. ISS continues the trend by determining that a two-consecutive-year pattern of excessive director pay will result in an against or withhold vote for directors absent a “compelling” rationale. Since the policy contemplates a two-year pattern, there will be no negative voting recommendations on this matter until 2019.
Congratulations to our esteemed colleague, Bob Lamm, for winning this prestigious award! While we all know that Bob is the guru in the governance space, it’s great that he was recognized for all of his achievements (to date!). Well deserved!
WEST PALM BEACH, Fla. (Nov. 29, 2016) – Gunster, one of Florida’s oldest and …
The United Kingdom has a new Prime Minister. Her name is Theresa May, and she’s a member of the
Conservative Party. Remember that, because what you are about to read will probably lead you to think otherwise.
In a June 27 speech to the International Corporate Governance Network, SEC Chair Mary Jo White engaged in a bit of full disclosure herself:
“I can report today that the staff is preparing a recommendation to the Commission to propose amending the rule to require companies to include in their proxy statements more meaningful board diversity disclosures on their board members and nominees where that information is voluntarily self-reported by directors.”
As noted in her remarks, the SEC adopted the current disclosure requirements on board diversity in 2009. However, the requirements were added to other board-related disclosure requirements at the last minute, when it was reported that Commissioner Aguilar refused to support the other requirements unless diversity disclosure was also mandated. As a result, the diversity requirements were never subjected to public comment, did not define “diversity,” and seemed to require disclosure only if the company had a diversity “policy”. When companies failed to provide the disclosure because they had no policy, the SEC clarified that if diversity was a factor in director selection then, in fact, the company would be deemed to have a policy, thus requiring disclosure.
To our readers:
As you may have noticed, this week we launched a new feature for The Securities Edge. We call our new feature “Bob’s Upticks,” which will be authored by our very own Bob Lamm. We are excited to add this new “blog within…
In late August, Nasdaq announced changes to their annual listing fees. Generally, the fees will increase effective January 1, 2015, but Nasdaq is also adopting an all-inclusive annual fee and eliminating its quarterly fees. The new annual fee will now include fees related to listing additional shares, record-keeping changes, and substitution listing events. The all-inclusive fee is optional for issuers until January 1, 2018 at which point it becomes mandatory.
Issuers have a choice to make. Option #1 – An issuer can do nothing and continue to pay an annual fee as well as pay the quarterly fees to list additional shares. Under this method, an issuer will experience increased 2015 fees ranging from 0% to 40% depending on how many shares an issuer has outstanding. Generally, the largest increases are for issuers with less than 10 million shares outstanding (14% increase) and for issuers with more than 100 million shares outstanding (40% if there are between 100 and 125 million shares outstanding and 25% if there are more than 150 million shares outstanding). Think of this option as the same as flying on an airplane. You get a seat (usually), but if you want anything else you need to pay.
Option #2 – Elect to …
The Securities Edge is excited to announce a new blogger to the fold: Bob Lamm! After a 12-year “hiatus”, Bob has rejoined Gunster.
Bob is widely considered a national expert in the securities and corporate governance space and frequently speaks and writes on securities law, corporate governance, and related topics. Bob’s unparalleled depth of…