Corporate Governance
3 articles
Mandatory or Discretionary? How Boards Should Separate the Two Kinds of Executive Clawback Policies
Boards must manage two distinct executive clawback policies: a mandatory, SEC Rule 10D-1 compliant policy for financial restatements, and a separate, discretionary policy tailored to address broader risks like misconduct and reputational harm.
Restatement, Misconduct, Reputational Harm: The Three Clawback Triggers Boards Must Tell Apart
Executive compensation clawbacks are governed by mandatory SEC rules for financial restatements and discretionary company policies for misconduct or reputational harm. Boards must understand these distinctions to design and enforce effective clawback policies.
Independent Directors, Explained: From Fiduciary Baseline to Lead Independent Director
Independent directors play a crucial role in corporate governance, with responsibilities escalating through a tiered model from basic fiduciary duties to specialized committee work and the leadership position of the Lead Independent Director. The article details these tiers and the independence criteria set by NYSE and NASDAQ.