Charles Elson
Charles Elson
disregard issue radar risk run screen
The issue is on everyone's radar screen now. If you disregard the shareholder vote, you run the risk of a proxy battle.
anywhere boards director directors disney eight ordeal point realize themselves
No director anywhere from this point on would want to put themselves through this kind of ordeal that the directors at Disney just went through for eight years. Now boards realize they must be more independent and circumspect.
adopt believe campaign corporate disney fact given governance leader practices though view
Given the fact that the 'withhold' campaign at Disney is what started this whole brouhaha, I think it's appropriate that Disney adopt this standard, ... I don't believe this makes them a leader in corporate governance practices though I view it as a positive.
agreements companies excellent
It's an excellent proposal. A lot of companies have such agreements informally, particularly for directors.
activism designed good increase term value view
It's a good thing. I view shareholder activism that's designed to increase shareholder value long term as positive.
board escape failure internal large question
The big question is: Was this a failure of internal controls, or a failure of the board itself? How did something this large escape their notice?
appeared complete concern definition few gotten incorrect might
A few years ago, something that appeared incorrect might not be changed. Today, with heightened concern over complete accuracy, the definition of materiality has gotten a lot broader.
based directors meet novel unique
It's a novel idea. Where it's unique is that if directors don't meet internally based targets, they get nothing.
calls
This indicates some receptiveness to calls for better governance.
key
The key is not just to have the role, but what you do with it once you have it.
commit helping stick taking unless
Frankly, once you commit to a job, you should stick with it unless you have an extraordinary reason. You can dissent, but you are not helping by taking yourself out of the equation.
happen information legally liability stock trading
Trading on stock on nonpublic information is legally problematic for the SEC, absolutely. But to get to liability is a pretty long road. It doesn't happen very easily.
anyone asking failure led pick system
When you see something like this, it begs asking what failure in their system led to this. Why didn't anyone pick it up?
board seeing
We're seeing board salaries going up all over the place.