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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
How We Evaluate Shareholder Proposals
Shareholder proposals serve as an important tool for investors to voice their perspectives and seek change at public companies. Vanguard index funds are practically permanent investors in approximately 13,000 public companies worldwide, and Vanguard hears from a wide range of stakeholders who want to understand our decision-making process for voting on shareholder proposals on behalf […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Asset management, Index funds, Institutional Investors, Long-Term value, Materiality, Shareholder proposals, Shareholder voting, Vanguard
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2021 Proxy Season: Executive Compensation Considerations
The Covid-19 pandemic and related economic conditions have impacted executive compensation in a number of ways, and disclosure of these impacts is a salient issue for the 2021 annual proxy season. In addition to the myriad technical requirements governing annual proxy statements as set forth in Securities and Exchange Commission (“SEC”) rules and guidance, proxy […]
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Posted in Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compensation disclosure, COVID-19, Executive Compensation, Glass Lewis, Incentives, Institutional Investors, ISS, Pay for performance, Proxy advisors, Say on pay, SEC, Securities regulation
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CFO Signals
Each quarter (since 2Q10), CFO Signals has tracked the thinking and actions of CFOs representing many of North America’s largest and most influential companies. All respondents are CFOs from the US, Canada, and Mexico, and the vast majority are from companies with more than $1 billion in annual revenue.
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accounting, CFOs, COVID-19, Disclosure, Financial reporting, Firm performance, Performance measures, Risk, Surveys
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BlackRock’s 2021 CEO Letter
[On January 26, 2021], BlackRock released its annual Letter to CEOs, which is also commonly referred to as the “Fink Letter.” With the firm managing approximately $9 trillion in assets, this open letter is widely read by public companies, market participants and other stakeholders to better understand the mega investor’s outlook. This post boils down […]
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Posted in Accounting & Disclosure, ESG, Institutional Investors, Practitioner Publications
Tagged BlackRock, Climate change, Diversity, Environmental disclosure, ESG, Index funds, Institutional Investors, Risk disclosure, Stakeholders, Sustainability
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Stakeholder Capitalism: From Balance Sheet to Value Sheet
The gradual pace of social progress is occasionally punctuated by periods of rapid change. We are undoubtedly in the midst of one of these shifts, as pandemic, climate risks, and economic and racial inequality test society’s resilience, and rapidly force new ways of operating. These rapid shifts are increasingly presenting leaders with some of the […]
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Posted in Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Corporate purpose, ESG, Long-Term value, Shareholder primacy, Shareholder value, Stakeholders
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Retaining the C-Suite After CEO Turnover
Effective CEO succession, the planning and execution of which can span several years, is critical to the potential success of a company. For a CEO to set and execute a winning strategy, a stable, engaged, and high-functioning team is needed in the C-suite. However, CEO succession can often result in the departure of other senior […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive turnover, Incentives, Management, Retention, Succession
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A New Whistleblower Environment Emerges
As the COVID-19 pandemic continues, the whistleblower environment is changing in ways that should have the focused attention of compliance executives across industries. Three converging factors are at work here: 1) a significant increase in fraud and whistleblower activity; 2) disruptions stemming from remote work; and, 3) new Department of Justice (DOJ)/Security Exchange Commission (SEC) […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, COVID-19, DOJ, Misconduct, Risk assessment, SEC, SEC enforcement, Securities fraud, Securities regulation, Whistleblowers
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Spencer Stuart S&P MidCap 400 Board Report
Spencer Stuart’s inaugural survey of S&P MidCap 400 companies finds significant differences between mid- and large-cap boards. Not only are mid-cap boards generally smaller in size, younger and less diverse than larger S&P 500 companies, the profiles of directors joining mid-cap boards differ. In some ways, mid-cap boards appear to be casting a wide net […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Boards of Directors, Diversity, ESG, Surveys
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Weekly Roundup: February 4-11, 2021
SEC Adopts Revised Investment Adviser Marketing Rule Posted by Jessica Forbes, Stacey Song, and Joanna D. Rosenberg, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, February 5, 2021 Tags: Disclosure, Form ADV, No-action letters, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Solicitation Incentive Design Changes in Response to COVID-19: Russell 3000 Posted by Justin Beck and Felipe Rubio, Semler Brossy Consulting Group […]
Click here to read the complete post2021 Proxy Season Preview and Shareholder Voting Trends (2017-2020)
2021 Proxy Season Preview and Shareholder Voting Trends (2017-2020) builds on a comprehensive review of resolutions submitted by investors at Russell 3000 companies to provide insights into the new season of annual general meetings (AGMs). The data and analysis include trends in the number and topics of shareholder proposals, the level of support received by […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate purpose, Diversity, ESG, Human capital, Political spending, Proxy season, Proxy voting, Shareholder proposals, Shareholder voting, Stakeholders, Sustainability, Virtual meetings
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