Thursday, July 28, 2011

SEC Proxy Rules Decision

Bob discusses the DC Circuit Court decision regarding the SEC proxy rules in Dodd-Frank.  The ruling  "tells you more about the Court than it does the issue or the SEC."   July 26, 2011. July 28, 2011 | CEO power , directors , SEC , proxy , Dodd-Frank , regulation
Thursday, July 28, 2011

DC Circuit Court decision preserves CEO power

Regarding the DC Circuit Court on SEC Proxy rules:  a legal system that preserves the hegemony of the CEOs.  What does a board do that would be impossible to do with an outside director there?  July 26, 2011. July 28, 2011 | CEO power , directors , SEC , proxy
Wednesday, June 29, 2011

Robert Monks discusses Director Liability

Bob Monks talks about director liability -- one of the "polite lies of corporate governance." June 16, 2011. June 29, 2011 | directors , independent directors , accountability , fiduciary duty , director liability
Thursday, January 1, 2004

Resolution submitted Exxon Annual Meeting 2004

2004 shareholder resolution to ExxonMobil proposing an independent chairman.  January 1, 2004 | Exxon , annual meetings , directors , independent chairman , shareholder resolutions , shareholder resolutions , ownership
Sunday, May 5, 1991

The Oxymoron in the Board Room

Independent directors?  Take a closer look at how boards are chosen. 1991 article by Bob Monks in the New York Times. May 5, 1991 | directors , corporate governance , independent directors
Wednesday, June 29, 2011

Director Liability is the Polite Lie at the Core of Corporate Governance

In thinking about director liability lately -- and it's a subject that never seems to go away -- I'm convinced that it's an underlying weakness in corporate governance.  Can a director truly fulfill their required duty to shareholders if they are indemnified and insured against every action, word, deed… June 29, 2011 | accountability , directors , fiduciary duty , shareholder rights , director liability
Thursday, April 28, 2011

The Appearance of Reality: Directors

This is the fifth post in my effort to clarify corporate governance terms that now seem misleading to me. We all know what these words mean in a literal sense but in the context of governance, of business and of our post-crash world do they still mean the same… April 28, 2011 | accountability , directors , fiduciary duty , independent directors , Disinformation
Tuesday, April 26, 2011

Directors: Like parsley on fish

Some reflections after reading What's a Director to Do?  By Joseph Fuller and Michael C. Jensen. The emergence of the CEO as autocrat has reduced the position of boards of directors to "parsley on fish."  If a different system is desired, boards will have to change in virtually all… April 26, 2011 | accountability , fiduciary duty , board collegiality , directors , independent directors
Thursday, April 7, 2011

What's going on here? For $3 million you're going to take one of the great reputations in America and expose it to all measure of questions?

I talked with Ben Berkowitz of Reuters yesterday about the Berkshire Hathaway Board.  Read the story.    April 7, 2011 | directors , corporate governance , independent directors
Wednesday, March 9, 2011

Women on Boards - a new report

There has been a lot of news coverage about women serving on corporate boards recently.  Be sure to see these:  Nell Minow discussed it on her BNET blog and Governance Metrics International has just released a free report: 2011 Women on Boards.  The report includes:                  -Statistics for countries… March 9, 2011 | directors
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