March 8, 2017

HP’s Cool New “Annual Meeting” Webpage!

One of my favorite things is watching how companies continue to innovate & improve the usability of their disclosures. That’s why HP’s new “Annual Meeting” webpage got me smiling. Here’s 4 notable things right off the bat:

1. From this “Committees” page, each of the buttons will take you to an individual committee page – and there’s a video from a committee chair on each one of the pages.
2. Love this agenda page for the meeting.
3. The board page – “Meet your HP Board” – is fully interactive with skills & committees.
4. The PDF of the proxy statement is groovy too.

Hat tip to the HP crew – and their designers at Argyle – for going the extra mile! We have a host of related resources in our “Usable Disclosure” Practice Area – included video archives of an entire conference on the topic…

The “Embattled” CEO

Here’s an excerpt from this article from “The New Yorker”:

Business professors once talked about “the imperial C.E.O.,” but, increasingly, we’re in the era of what Marcel Kahan, a law professor at N.Y.U., calls “the embattled C.E.O.” He told me, “Big shareholders and boards of directors have more power, and are more willing to use it. And C.E.O.s have been the net losers.” The breakdown of the old order began more than thirty years ago, but things have accelerated since the turn of the century. The Sarbanes-Oxley Act, passed in 2002, required greater disclosure to investors, and increased the independence of corporate boards. “In the old days, boards were often loyal to the C.E.O.,” Charles Elson, a corporate-governance expert at the University of Delaware, told me. “Today, they’re more loyal to the company.” The rise of activist investors—who campaign aggressively for change when they’re not satisfied with performance—has exacerbated the trend. One study found that when activist investors succeed in winning seats on the board of directors the probability that the C.E.O. will be gone within a year doubles.

The information revolution has created other dangers for C.E.O.s. In the social-media era, damaging stories travel fast, and boards take public relations very seriously. P.R. disasters have sealed the fate of top executives at no fewer than five advertising companies this year. (The most notorious debacle was at Saatchi & Saatchi: the chairman resigned after telling a reporter that he didn’t think gender inequality in the industry was a problem.)

The predicament of modern C.E.O.s may seem surprising, given their prominence and lavish compensation. Top executives everywhere are paid more than they used to be, and the U.S. has led the way; American C.E.O.s earn, on average, two to four times as much as European ones and five times as much as Japanese ones. Yet it’s precisely these factors that make C.E.O.s vulnerable, because the expectations for their performance are higher. “If you’re paid tremendous amounts of money to make things go right, people naturally feel that you should be held accountable when things go wrong,” Elson says. In that sense, the increasing willingness of boards to fire the C.E.O. is actually the flip side of a fetishization of the position that began in the eighties. In Ralph Cordiner’s day (and in Japan maybe still), belief in a C.E.O.’s power to transform a company was limited. But today’s cult of the C.E.O. is founded on the belief that having the right person at the top is the key to success—from which it follows that a failing company should show its boss the door.

Transcript: “The Latest Developments – Your Upcoming Proxy Disclosures”

We have posted the transcript for the webcast: “The Latest Developments: Your Upcoming Proxy Disclosures.”

Broc Romanek – still employed (but the day is young)…