Governance Insights

A biweekly newsletter for directors and investors

Our biweekly newsletter, Governance Insights, brings you board governance and investor news, relevant thought leadership, and other content to help you stay informed and make important decisions as directors and shareholders.


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MSCI study finds that company performance and CEO pay don’t always align; SEC proposes Regulation S-K disclosure simplification amendments; State Street reports on board leadership structure voting for first half of 2017; CEO overboarding continues to be area of focus for investors; and SEC seeks a budget increase for fiscal year 2019.

ISS’ 2018 Global Policy Survey results released; NYC Comptroller’s office launches Boardroom Accountability 2.0; SEC Chairman addresses cybersecurity at the Commission; and SEC approves interpretive guidance on pay ratio.

Genstar Private Equity firm to acquire proxy advisor ISS; Robert Jackson nominated for SEC Commissioner vacancy; PCAOB publishes Staff Inspection Brief on 2017 inspections; and SEC receives public comments on the PCAOB's proposed new auditor reporting model.

Comments received urges SEC to revise/reject new PCAOB auditor reporting standard; SEC simplifies IPO process; Activists continue to seek changes in board composition; and State Street issues guidance for climate disclosure.

Federal Reserve Board proposes enhanced supervisory expectations for boards; Search for new PCAOB chair and board members commences; Survey reveals trends in corporate director pay; 2017 proxy access proposals focused on bylaws amendments; Boards refine peer group selection and Business Roundtable requests pay ratio exclusions.

Street votes against directors at 400 companies for lack of diversity progress; S&P 500 index bars companies with multi-class shares; ISS launches its 2018 Annual Policy Survey; SEC updates rulemaking agenda; and CEO/Chairman separation doesn’t lead to better company performance.

The SEC Chair outlines his guiding principles; Hester Peirce renominated for SEC commissioner; 2016 director class attribute study shows mixed results for diversity progress on boards; shareholder proposals submitted in 2017 decreased by nearly 10%; and a survey shows how prepared companies are for the pay ratio disclosure.

Highlights include the SEC extends IPO confidentiality privilege to all companies; proxy season results show “fix-it” proposals aren’t gaining support; director pay is on the rise; and Broadridge reports on 2016 virtual annual shareholder meetings.

Highlights include CII outlines virtual annual shareholder meeting ‘wish list’; MSCI to gradually add Chinese shares to its emerging markets index; BlackRock’s vote bulletin on a recent climate change vote; and PwC US’s decision to add external directors to its board.

Highlights include The PCAOB adopts new auditor reporting standard; the Financial Choice Act passes US House of Representatives; 2017 mid-proxy season results; and another climate change proposal passes at ExxonMobil.

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Paula Loop
Leader, Governance Insights Center
Tel: +1 (646) 471 1881
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Catherine Bromilow
Partner, Governance Insights Center
Tel: +1 (973) 236 4120
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Terry Ward
Partner, Governance Insights Center
Tel: +1 (612) 326 2066
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Paul DeNicola
Managing Director, Governance Insights Center
Tel: +1 (646) 471 8897
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