TheCorporateCounsel.net

On CompensationStandards.com, we have posted a table of contents for the SEC’s 370-page proposing release – complete with page numbers. This TOC can be inserted to replace pages 5-7 of the release – and it is posted in the new “The SEC’s Proposals” portal, where we continue to post analysis and commentary on the SEC’s proposal. Thanks to Eliot Robinson of Powell Goldstein for this useful contribution!

More Companies to Follow Intel’s Majority Vote Lead?

In this recent article, ISS notes that more companies are thinking of adopting pure majority vote standards like Intel did a week ago. For example, the article says Temple-Inland has agreed to adopt such a standard in the face of a shareholder proposal. Note that Temple-Inland doesn’t mention this as a development on their website, so I can’t confirm that it’s true.

Results from Board Leadership Survey

Here are the results from our recent survey on board leadership. These results are repeated below:

1. Does your company have a non-executive chairman of the board?

– Yes – 36%
– No – 64%

2. If the answer to #1 is “Yes,” the non-executive chairman is selected by:

– CEO – 0%
– Majority of independent directors on the board – 20%
– Majority of all members of the board – 67%
– Nominating or governance committee – 13%

3. If the answer to #1 is “Yes,” is the non-executive chairman position rotated among independent directors?

– Yes – 0%
– No – 100%

4. Does your company have a lead director on the board (not including a non-executive chair)?

– Yes – 41%
– No – 59%

5. If the answer to #4 is “Yes,” the lead director is selected by:

– CEO – 0%
– Majority of independent directors on the board – 44%
– Majority of all members of the board – 31%
– Nominating or governance committee – 25%

6. If the answer to #4 is “Yes,” is the lead director position rotated among independent directors?

– Yes – 35%
– No – 65%