Yearly Archives: 2024

Post-Doctoral Corporate Governance Fellowships For Economics, Finance, and Accounting Researchers


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The Program on Corporate Governance at Harvard Law School (HLS) is seeking applications for Corporate Governance Post-Doctoral Fellowships from highly qualified candidates with graduate training in finance, economics, or accounting.

Applications are considered on a rolling basis, and the start date is flexible. Appointments are for one year but the appointment period can be extended for additional one-year period/s (contingent on business needs and funding as are other Program positions).

Candidates should have completed (or largely completed the requirements for) a Ph.D. in finance, economics, or accounting, have significant experience in empirical research, and have an interest in corporate governance.

During the term of their appointment, Fellows will be in residence at HLS. They will be required to devote part of their time to work on research projects of the Program, depending on their skills, interests, and Program needs. Fellows will also be able to spend significant time on their own projects. The position will provide a competitive fellowship salary and Harvard University benefits.

Interested candidates should submit a CV, graduate program transcripts, any research papers that they have written, and a cover letter to the coordinator of the Program, at [email protected]. The cover letter should describe the candidate’s experience, reasons for seeking the position, career plans, and the period during which they would like to work with the Program.

Failed Say on Pay: How Do Companies Course Correct after a ‘No’ Vote?

David F. Larcker is the James Irvin Miller Professor of Accounting at the Stanford Graduate School of Business. Lucia Song is a Research Analyst and Courtney Yu is Director of Research at Equilar Inc. This post is based on a recent paper by Mr. Larcker, Ms. Song, Mr. Yu, Amit Batish, and Brian Tayan.

When “say on pay” was legislated in the U.S. under the Dodd Frank Act of 2010, many observers hoped an advisory vote on executive compensation would provide a catalyst to “reign in” CEO pay that was perceived to be out of control. Nearly a decade and a half later, the perception of what say on pay can accomplish has changed significantly, in large part because of the unexpectedly high support pay packages usually receive. Over the last 14 years, companies in the Russell 3000 Index received average support of 91 percent for their pay programs. Moreover, average support has proven remarkably stable, fluctuating narrowly between a low of 89.2 percent (in 2022) and a high of 91.7 percent (in 2017). Meanwhile, the annual failure rate (companies receiving less than 50 support) averaged a mere 2 percent (see Exhibit 1). These results are hardly indicative of widespread displeasure among shareholders.

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Complying with California Climate Disclosure Legislation

Michael Littenberg is a Partner, Marc Rotter is a Counsel, and Peter Witschi is an Associate at Ropes & Gray LLP. This post is based on their Ropes & Gray memorandum.

It’s time for companies to begin addressing California climate disclosure legislation in earnest. Now that the legislative term is over and California Governor Newsom has acted on the amendment bill that was before him, there is more clarity (albeit still some uncertainty) on what is required and when. In this post, we provide twelve thoughts on compliance with California’s climate disclosure legislation.

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2024 ESG + Incentives Report

John Borneman is a Managing Director, Mat Mazzoni is a Consultant, and Mira Yoo is a Senior Associate at Semler Brossy Consulting Group LLC. This post is based on a Semler Brossy memorandum by Mr. Borneman, Mr. Mazzoni, Ms. Yoo, Jay Veale, Cecilia Miao, and Anjani Trivedi.

INTRODUCTION

Environmental, Social, and Governance (ESG) considerations have been a priority for many corporations over the last half-decade or more. More and more companies have added ESG metrics to their incentive plans in recent years to signal focus and accountability amidst the increased interest in these topics. ESG metric prevalence for executive incentive plans across the S&P 500 rapidly increased from 57% in FY2020 to 70% in FY2021. However, the adoption of ESG metrics in incentives has since plateaued, with prevalence changing from 72% in FY2022 to 74% in FY2023.

Companies appear to be shifting their focus from adoption to refinement of ESG metrics, with prevalence in annual incentive plans (AIPs) and long-term incentive plans (LTIPs) remaining relatively consistent since FY2021 as companies continue to prioritize the use of short-term ESG goals. However, companies continue to adjust existing plans away from discretionary incentives and towards weighted metrics. In FY2023, 87% of companies with ESG metrics in incentives reported using weighted metrics, up from 72% in FY2021. READ MORE »

2024 U.S. Board Index

Julie Daum and Laurel McCarthy are Consultants at Spencer Stuart. This post is based on a Spencer Stuart memorandum by Ms. Daum, Ms. McCarthy, and Ann Yerger.

In an ever-evolving business environment, boards need new perspectives and new capabilities to provide sufficient oversight, identify risks and opportunities and effectively support the CEO and leadership team. However, boards may not be evolving fast enough. In our most recent survey of global CEOs and board directors, more than three-fourths say they see business uncertainty growing. Yet only a third of CEOs believe they have the board they need to address the issues faced by their organizations.

Similarly, in our survey of nominating/governance committee chairs among the S&P 500 and mid-cap 400, succession planning and board composition ranks as the top priority, yet overall board turnover has remained flat, at 7% to 8% a year for the past five years. Adding to the case for change is the fact that roughly a fourth of the surveyed nominating/ governance committee chairs say they have one or more directors who should no longer be on the board — most commonly because of skills and expertise that are out of date.

Here is a snapshot of S&P 500 board composition and director recruitment trends, drawn from our annual analysis of proxy statements. While year-over-year changes tend to be modest, the analysis shows significant changes over the past decade.

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Why Boards are Focused on Human Capital Governance and Risk

John M. Bremen is a Managing Director and Chief Innovation & Acceleration Officer, Kenneth Kuk is a Senior Director, and Don Delves is a Managing Director at Willis Towers Watson. This post is based on their Willis Towers Watson memorandum.

Boards of directors are increasingly prioritizing their role in the oversight and governance of human capital. They’re focusing on developments in labor markets, skill shortages, succession planning, retention, employee wellbeing and costs. And they’re watching new technologies such as AI, quantum computing and geopolitical risks. They view these efforts as critical to effective business judgment and necessary to company strategy and creating competitive advantage.

Following the global pandemic and the Great Resignation, tightening labor markets, inflation and recession concerns, remote work and technological disruption, effective boards today view addressing people issues as fundamental to strong stewardship – how companies create and preserve long-term value.

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Weekly Roundup: October 18-24, 2024


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This roundup contains a collection of the posts published on the Forum during the week of October 18-24, 2024

Gender Diversity in the C-suite: Women’s representation in the 2024 S&P 100


Tracking CHROs on Corporate Boards


Timeless principles of board dynamics


SEC’s Action on Recyclability Statements Shows Continued Focus on ESG Related Claims


Financial Advice and Investor Beliefs: Experimental Evidence on Active vs. Passive Strategies


Climate Lobbying: Investor Interest and Corporate Disclosures


SEC Settles Charges for Defrauding Investors in “AI Washing” Scheme


(Ir)responsible Takeovers


2024 Aggregate Share-Based Compensation


Governance of AI: A Critical Imperative for Today’s Boards


Freezeouts of Cross-Listed Issuers


2024 Corporate Governance and Incentive Design Survey


A Few Interesting Items from the CCR Proxy Disclosure Conference


Cybersecurity and Artificial Intelligence: An Increasingly Critical Interdependency


Record Low ISS S&P 500 Say on Pay Oppostion: The Trends Behind the Decline


Record Low ISS S&P 500 Say on Pay Oppostion: The Trends Behind the Decline

Linda Pappas is a Principal, and Perla Cuevas and Olivia Wright are Consultants at Pay Governance LLC. This post is based on their Pay Governance memorandum.

In our prior Viewpoint, “Recap of the 2024 Say on Pay Season,” [1] we reported that Institutional Shareholder Services (ISS) opposed 7.7% of S&P 500 Say on Pay (SOP) proposals, an unprecedented low. Prior to 2024, ISS opposed about 11% of S&P 500 SOP proposals, on average, each year. In this Viewpoint, the second of our 2024 SOP series, we explore the trends that may have led ISS to recommend against SOP at a historically low rate.

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Cybersecurity and Artificial Intelligence: An Increasingly Critical Interdependency

Kathleen Hamm is the Founder and Managing Member of Pearl Advisory Group. This post is based on her speech.

I. Introduction

Thank you for that kind introduction, Neil [Strauss, VP and Senior Credit Officer, Moody’s Investors Service], and thank you for inviting me to speak with you and your colleagues at Moody’s here today.

We are living through a transformation, as the world shifts from analog to digital. Economies, markets, commercial enterprises, and governments are becoming more data-driven and technology-dependent. Companies increasingly are becoming more intertwined with technology, restructuring their operations and businesses accordingly. What is clear is that technology continues to offer the promise of a more modern world with interconnected economies and communication and financial systems.

Now the technologies of artificial intelligence are being added into this transformation. AI has the potential to accelerate the diagnosis of disease, help combat climate change and streamline manufacturing processes. Most large companies already use AI in some form in their operations and financial reporting. It helps enhance efficiency and accuracy, and boosts productivity.

But real perils exist, too. Generative AI models, which create new data in response to queries, can hallucinate or make up content. AI can accelerate the spread of disinformation and the erosion of privacy. It presents risks to cybersecurity, as well.

To many of us in this room today, it may seem like “déjà vu all over again” as Yogi Berra famously quipped … because these are some of the same risk-reward tradeoffs we faced through earlier stages of the move from analog to digital. And, at the same time, it’s exponentially different in its breadth and speed of change.

Over the next thirty minutes or so, I’d like to share my thoughts on the current state of cybersecurity and how AI is affecting the threat and response environment, in particular. I’ll also touch on public policy challenges AI presents to cybersecurity and how governments and regulators are responding. Global cooperation remains essential.

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A Few Interesting Items from the CCR Proxy Disclosure Conference

Cydney Posner is Special Counsel at Cooley LLP. This post is based on her Cooley memorandum.

Here are a few interesting snippets regarding shareholder proposals and Item 1.05 Form 8-K from this week’s 2024 Proxy Disclosure & 21st Annual Executive Compensation Conferences from CCR Corp. On the panels, the watchword of the day seemed to be consistency—given that some topics are increasingly required to be discussed in more than one SEC filing, location or context (e.g., cyber disclosures in the proxy and 10-K), the panelists urged the audience to make sure that the disclosures were consistent with each other and that the discussions of policies, charters and procedures were consistent with company’s conduct.

Shareholder proposals. First,  Corp Fin Director Erik Gerding observed that requests for no-action increased 41% this season; 69% percent received responses indicating that the staff would not recommend enforcement action if the company excluded the proposal from its proxy statement, a significant increase from 58% in the prior year.  However, Gerding cautioned against attributing too much significance to year-over-year comparisons; there may be all kinds of factors that contribute to the data in one year as compared with another, such as, as one panelist suggested, a slew of submissions of the same proposal from one proponent all of which can be excluded on the same basis.

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