On Boards, Disclosures, and Corporate Ethics

boards

The Securities and Exchange Commission dropped a subtle hint this week about its latest expectations for corporate boards and what they disclose to investors. Corporate governance professionals might want to take a look, since I suspect we’ll be hearing more on this issue in the future. The case involves McDonalds and its former CEO, Stephen…

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Here Come the Clawback Clauses

clawbacks

The Securities and Exchange Commission enacted a rule today that will require public companies to adopt and disclose executive compensation clawback policies, echoing the Justice Department’s effort to make companies exercise clawbacks more often when their executives commit misconduct. The rule directs U.S. stock exchanges to update their listing standards so that listed companies are…

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Study: Deferred Comp Boosts Ethics

compensation

We have a fresh bit of ethics and compliance academic research to start our week: a study from Australia demonstrating that deferred compensation is indeed a good way to curb misconduct risk among employees — and can even boost employee productivity, too.  The study comes from Elizabeth Sheedy, business professor at Macquarie University and director…

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Calculating the Pay Ratio Rule

cftc

A new study shows that CEOs still make gobs more money than the rest of us mere mortals, although Corporate America uses a variety of approaches to demonstrate that point. ClearBridge Compensation Group analyzed 100 companies in the S&P 500 to see how they complied with the CEO Pay Ratio Disclosure Rule. That’s the requirement…

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SEC Talks Culture, Kinda Misses Key Point

culture

The Securities and Exchange Commission has been talking up the importance of corporate culture lately, including two speeches already this week that touch on the subject. Corporate compliance officers trying to glean insights about what to tell your own boards about culture may want to take a closer look — especially to understand a crucial…

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More Thoughts on the Misconduct Penalty

My previous post about the salary penalty for people who have “tainted” companies on their resume has generated quite a bit of attention, and rightly so. That penalty — a haircut of 4 to 10 percent off the salary of your next job — says a lot about how people instinctively respond to perceptions of…

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The Salary Penalty for Misconduct

Here’s yet another way to convince senior executives and other colleagues that a strong compliance program matters: misconduct at the company can trim the salary offer those people might get at their next job — by 4.6 percent or more, apparently. So says a fascinating paper from Harvard Business School, where two professors examined a…

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Compliance Lessons in Cardinal Governance Fight

compliance

We have an update to that corporate governance drama at Cardinal Health, where the Teamsters were trying to strip the CEO of his role as board chairman, and cited excessive pay to the company’s chief compliance officer as evidence of poor leadership. Their campaign worked. Granted, their shareholder proposal failed to win a majority at…

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Teamsters Blast Cardinal Health Compliance Efforts

compliance

The Teamsters’ Union is pressuring Cardinal Health to separate the CEO and board chairman  roles at the company—and cites large bonus pay to Cardinal’s top compliance officer as one sign of misgovernance. The Teamsters made their campaign public last week, with a letter to Cardinal investors urging them to support a shareholder proposal for an…

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Risky Talk: Compliance Officers and CEO Pay

compensation

Should the chief compliance officer have a role in setting executive pay? That was a big question asked at the Society of Corporate Compliance & Ethics annual conference this week. You couldn’t escape the subject. More than 1,700 compliance professionals had gathered to talk about good corporate conduct, and we had examples of bad corporate conduct…

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