May 26, 2015

Shareholder Liaison Committees: Should You Have One?

Last month, Vanguard sent letters to its 500 largest holding as we blogged about a few months ago. Since then, a number of members have asked how to respond to the letters – and we’ve found that most companies responded by simply acknowledging receipt.

As for whether companies have actually formed these committees, I haven’t seen any other than this recent announcement from Tempur Sealy (note that H Partners didn’t request formation of this committee in its governance settlement with the company). But perhaps there are some others out there (or they’re coming). But I believe that many companies have concluded that there doesn’t need to be a specific committee to handle this role. Too many board committees is not a good thing.

Michael Levin of “The Activist Investor” recently wrote an email about the topic under the title of “A Shareholder Liaison Committee? Really?” – his punchline was: “Why isn’t the board of directors the “shareholder liaison committee”?” I agree.

For those considering creating a standing – or special – board committee along these lines, see our checklist about doing so…

Discretionary Bonuses: The Cost of Extramarital Affairs

Here’s an interesting blog by Rolf Zaiss & Kerry Berchem of Akin Gump about how a company cut the bonus of the CEO due to an affair with someone at a consulting firm. What price love (or lust)?

Last week, as noted in this blog, the House Financial Services Committee approved 13 bills, many of which are JOBS-Act related…

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Blackholes in the Boardroom
– Stand-Alone Conflicts of Interest Policy Considerations
– Audit Committee Survey: Workload at Tipping Point?
– 2015 Cyber Risk Agenda
– Navigating Corporate Governance Hot Topics

– Broc Romanek