In-depth coverage of governance frameworks, risk management, compliance programs, and regulatory developments.
Executive CompensationQuestions about CEO compensation frequently arise during proxy seasons, and they will continue to do so. Remuneration Committees, corporate secretaries, and governance teams are facing more intense sc
Proxy and VotingYou ve collected voting policy statements from your top twenty holders, reviewed proxy advisor guidelines, and tracked peer outcomes. Yet, three weeks before the Annual General Meeting , your board as
Board Committees and GovernanceThe Problem: When Institutional Memory Becomes Institutional Friction Your board receives hundreds of pages before each meeting. Directors read every word, yet they still walk in unprepared. The issue
Proxy and VotingThe Core Issue The SEC s September 2026 proposal to rescind Rule 14a-8 presents a fundamental question: Who should decide if your shareholders can use your proxy materials to advance their proposals?
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Proxy and VotingThe conventional wisdom among governance professionals holds that Rule 14a-8 is an essential shareholder protection mechanism. Without federal oversight of shareholder proposals, many believe corporat
Board Committees and GovernanceThe PCAOB has shifted its focus from engagement-level deficiencies to systems-level quality control oversight, altering the questions audit committees must ask their external auditors. If your oversig
Investor Stewardship and EngagementThe Question at Hand When an activist investor launches a public campaign, your board faces a critical decision: negotiate a settlement or take the issue to a shareholder vote. This choice impacts you
Shareholder Rights and MeetingsUnderstanding the Impact of Shareholder Resolutions In 2026, a single individual investor filed over 200 shareholder resolutions, with votes exceeding 25% at 125 companies. Some resolutions even surpa
Board Committees and GovernancePurpose of the Template Your organization needs a formal charter to define AI oversight responsibilities, accountability structures, and reporting cadence. This template establishes how your board wil
Board Committees and GovernanceScope This guide examines board-level oversight duties under the Caremark standard following the Delaware Court of Chancery s August 14, 2026 dismissal of claims against Boeing directors. It s intende
Shareholder Rights and MeetingsThe Problem: Why This Matters Now Your board operates within a shareholder engagement framework that s been stable for decades. The Securities and Exchange Commission sets the rules, shareholders subm
Ethics and ConductInvestment adviser pay-to-play rules are often seen as safeguards against corruption in government pension management. The SEC s Advisers Act Rule 206(4)-5 , established in 2010, is considered essenti
Enterprise Risk ManagementA decade ago, cybersecurity leaders reported two or three levels below the board. Today, AI governance is similarly scattered across data science teams and business units without a single owner. You d
Board Committees and GovernanceWhy These Mistakes Keep Happening Governance vacancies often don t trigger the same urgency as operational disruptions. When a key governance professional leaves, the board calendar continues, filings
Ethics and ConductYour board receives about 20 employee concerns each quarter through formal channels. But how many concerns never surface because employees don t believe speaking up will matter? The decision to raise
Incentive and Clawback ProvisionsThe Securities and Exchange Commission (SEC) has enacted final rules on the recovery of erroneously awarded compensation , effective December 2023. Exchanges have adopted compliant listing standards,
generalThe Securities and Exchange Commission (SEC) proposed updates to its registered transfer agent rules on September 1, 2026. These rules, unchanged since the late 1970s and early 1980s, are being modern
Board Committees and GovernanceThe Problem with Board Materials Board materials have become a documented governance control failure. Two independent studies revealed that 68% of directors rated their board materials as weak or poor
Shareholder Rights and MeetingsThe Challenge D.F. King s 2026 proxy season data revealed a significant trend: total shareholder proposal submissions dropped nearly 25% from 2025, hitting the lowest point in a decade. However, this
Ethics and ConductThe Dormant Years The Foreign Corrupt Practices Act (FCPA) became law in 1977 under President Jimmy Carter, prohibiting U.S. companies from bribing foreign officials and requiring accurate books and r
