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May 12, 2013

'Corporate Boards Are Still Failing'

Dean Baker:
Corporate Boards Are Still Failing: The median pay for a member of the board of a Fortune 500 company is almost $240,000 a year. This typically involves 4-8 meetings a year. One of the top priorities of the board is supposed to be ensuring that top management doesn't rip off the company. They have not been doing a very good job as Gretchen Morgenson points out in her column today. That raises the question of what exactly the get all this money for? ...
Gretchen Morgenson:
Directors Disappoint by What They Don’t Do: Directors of some high-profile public companies are coming under scrutiny this proxy season. Shareholder advocates say it’s about time.
The coming meeting of JPMorgan Chase shareholders, to be held in Tampa, Fla., on May 21, is a case in point. Directors on that board are under fire for not monitoring the bank’s risk management, a failure highlighted by last year’s $6 billion trading loss... Shareholder advisory firms have recommended voting against some of the directors on the risk policy committee and audit committee, so it will be interesting to see what kind of support those board members receive at the election.
The risk-management fiasco at JPMorgan was an obvious failing, but directors of public companies often let down their outside shareholders in ways that are more subtle, but equally important... Directors commonly neglect chief executive succession planning and inadequately analyze company performance as it relates to managers’ pay. ...
See also Lucian Bebchuk here (academic papers) and here (op-eds).

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