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Does One Size Fit All?

Our Best Practices view:

Of course not.

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"CEO and Chairman of the Board"

Our View: separate individuals should hold the CEO and Chairperson positions.  The Chairperson should not be an executive of the company.  It is also preferable for the CEO not to be a member of the board.

The following is from our evaluation of General Electric corporate governance.  However, it applies to most companies:

The basic reason to separate the CEO and Chairman roles is the same that was asked by Greek philosophers and Roman 

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Management Compensation

Our Best Practices View:

Management pay must serve to align the interests of the management and shareholders.  It’s this simple, but most corporations, regulators or even fund managers do not get it.

So let us go point-by-point about compensation:

Compensation Advisors

Shareholder Advisory Vote

Option Backdating

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Supermajority Provisions

Our Best Practices view:

Supermajority provisions in most US corporations are used to lock-in insider-friendly provisions.  There should be no supermajority provisions in most US companies.

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Extraordinary Shareholders Meeting

Our Best Practices view:

                An extraordinary shareholders meeting should be callable by 10% or fewer of shareholder votes. 

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Action by Written Consent

Our Best Practices view:

Shareholders must be allowed to take action by written consent in place of a shareholder meeting.

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Director Independence

This is a rough draft

Our Best Practices View:

The standard rule is for 2/3 of the directors to be independent. However, we take a harder look at many factors, including: a) the quality of each director’s independence, b) entrenchment of independent directors, c) the actual need for any executive or non-independent director to be on the board (regardless of the ratios), d) other rules governing board elections, nominations and takeover defense. 

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Proxy Access for Board Nominations

Our Best Practices View:

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Micromanagement Resolutions

Our Best Practices view:

With one exceptions, described below, we generally do not support shareholder resolutions that amount to management by shareholders, even if such resolutions call for good practices. 

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Classified or Staggered Boards

Our Best Practices view:

 

 Boards should not be staggered, and directors should be up for reelection annually.  We generally support resolutions to this effect.  As an alternative, we support measures that allow shareholders to remove any director without cause before his/her term expires.

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