Corporate governance systems exist to discourage self-interested behavior. One question that is often overlooked is how extensive these systems should be. A look at corporate governance today suggests that self-interest is high because companies are compelled - by regulators and the market - to...

Union pension funds manage approximately $3.5 trillion in retirement assets on behalf of public and private sector employees covered by collective bargaining agreement. They are also very active in the proxy process, sponsoring approximately one-third of the shareholder proposals that are...

Corporate monitors are important participants in corporate governance systems. Monitors include the board of directors, the general counsel, and internal and external auditors. Monitors are paid by the organization but their responsibilities largely or mostly non-managerial.How should monitors...

Say on pay is the practice of granting shareholders the right to vote on a company's executive compensation program at the annual shareholder meeting. Under the Dodd-Frank Act of 2010, publicly traded companies in the U.S. are required to adopt say on pay. Advocates of this approach believe that...

For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We...

Proxy advisory firms are highly influential in the design and approval of equity compensation plans. The largest proxy advisory firm — Institutional Shareholder Services — uses a variety of tests to determine its recommendation on equity plan proposals. Among these is a proprietary metric...

CEOs are insured that they will not be terminated frivolously when they expect to be given severance because it becomes expensive for the board to terminate the CEO. Because severance makes termination initially costly, CEOs can create barriers to internal governance by making it even more...

How do we prevent financial institutions from taking excessive risk when the public fisc serves as their ultimate creditor? This is one of the central questions left over after the recent financial crisis and, for the past five years, there has been no shortage of proposed answers. Two of the...

Proxy advisory firms are independent, for-profit consulting companies that provide voting recommendations to individual and institutional investors. Research shows that these firms have significant influence on voting outcomes. Given this influence, it is important that investors ensure that the...

Shareholders of public companies are not responsible for designing executive compensation packages. Still, a shareholder vote on compensation is required in two circumstances: when a company wants to establish an equity-based compensation plan, and annually as part of the Dodd Frank requirement...