August 24, 2007

Five Majorities for “Say on Pay” So Far

Over the past few weeks, five separate shareholder proposals asking for an annual advisory vote on executive pay have received a majority vote. According to ISS’ “Corporate Governance” Blog, a majority vote has been achieved at Valero Energy, Ingersoll-Rand, Motorola, Blockbuster and Verizon Communications.

So far this year, “say on pay” proposals have averaged 42.4% across 37 meetings in the first half of 2007 where results are known. In 2006 – the first year the proposals appeared on US ballots – seven proposals went to a vote and averaged 40% support.

Divining “The Future of the World”

Come and enjoy the latest installment of “The Sarbanes-Oxley Report” entitled “The Future of the World.” There’s a nod to “The Graduate” hidden in it…

Governance Posterchild of the Year: The Smithsonian

It’s early, but I doubt any institution will trip up on governance this year as much as the Smithsonian. The fascinating 112-page internal investigation report provides shocking details regarding a cover up of expenses of the Smithsonian’s former top executive. It also highlights severe weaknesses in governance, internal controls and financial reporting that existed for an extended period of time.

Part of the Report’s “shock and awe” is that the Smithsonian Board includes the Chief Justice of the Supreme Court, the Vice President of the United States (who I understand never attended a meeting) as well as other notable US Senators and Representatives. We have posted a copy of the Smithsonian report in our “Internal Investigations” Practice Area.