The release today of the International Integrated Reporting (<IR>) Framework marks an important milestone in the market-led evolution of corporate reporting. It follows a three-month global consultation led by the International Integrated Reporting Council (IIRC) earlier this year, which elicited over 350 responses from every region in the world, the overwhelming majority of which expressed support for .
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One of the mainstays of corporate defenses against hostile takeovers has fallen to at least a nine-year low in popularity. Just 5.26% of all shareholder rights plans, or so-called poison pills, adopted by U.S. companies this year have been aimed at fending off unwanted takeover offers, instead of other goals, such as holding off activist investors. That's down from nearly 13.9% for all of last year, and the lowest percentage since at least 2004, according to Factset's SharkWatch unit.
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In proxy contests earlier this year involving the boards of Agrium Inc. ("Agrium") and Hess Corporation ("Hess"), the compensation by activist shareholders of their proposed director nominees was heavily criticized both by the target boards and by third party commentators. The Agrium and Hess contests have given rise to a debate over the merits and propriety of nominee compensation generally, with some institutional shareholders and commentators calling for the prohibition of the practice. In the face of this critical commentary, the recent experience of Provident Financial Holdings, Inc. ("Provident"), a U.S. bank holding company, suggests that efforts by boards to prohibit the practice entirely are likely to meet resistance.
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Canadian securities regulators are proposing to amend certain disclosure rules applicable to private placements. The proposed amendments continue an initiative to eliminate the need to prepare a "wrapper" when foreign issuers offer securities in Canada to permitted clients (e.g., institutional investors) under a prospectus exemption.
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In shareholder votes, big investors often follow the lead of advisory firms. Do they have too much clout?
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U.S. corporations are switching chief executive officers at the fastest pace in five years as companies from Wal-Mart Stores Inc. to Microsoft Corp. grapple with shifting customer tastes, competition from upstarts and restive shareholders.
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Regulators and investors around the world are taking aim at long-serving boards, calling for more fresh blood around the table and even term limits to ensure there is regular turnover of directors. Critics say long-time directors become too stale or too close to management, losing their ability to become strong advocates for investors, or to bring in new ideas.
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In the aftermath of the financial crisis institutional shareholders are amping up engagements with company directors and executives on the pledging of company stock. On the agenda is pledging policy and whether the practice of pledging should be prohibited outright - similar to how hedging is now largely treated by the vast majority of companies.
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How much do shareholders - or the public - really care about executive pay? A new proposal from the U.S. Securities and Exchange Commission may be aimed at finding out.
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