Three corporate governance issues have been the subject of much discussion lately: board diversity, corporate political spending and shareholder say on pay.
  • Diversity.

In a speech entitled, "Inclusion is a Strength: Corporate America and the SEC Should Reflect America," SEC Commissioner Luis A. Aguilar addressed the importance of diversity at the SEC and in corporate America. He noted the benefits attendant to a diverse workforce and board room and discussed SEC disclosure requirements concerning whether a corporate board or nominating committee considers diversity in identifying nominees for the board. Similarly, on March 27, 2013, The Los Angeles Times summarized a study published by the International Journal of Business Governance and Ethics that concluded that women make better corporate leadership decisions than men because women are more likely to consider competing interests and take a cooperative approach.

  • Corporate Political Spending.

The popular corporate governance blog anticipates that 120 shareholder proposals on corporate political spending disclosure will be offered this year. The number represents one-third of all shareholder resolutions in 2013. The blog post also notes that this issue, as well as other social impact issues, is receiving greater and broader shareholder support. In the Harvard Law School Forum on Corporate Governance and Financial Regulation law professors Lucian Bebchuk and Robert J. Jackson, Jr., who are partially responsible for starting the debate on political spending disclosure, summarized their responses to those opposing their suggestion that the SEC develop rules requiring disclosure of corporate political spending.

  • Executive Compensation.

Executive compensation continues to be a much-discussed topic. Lina Jasinskaite, blogging for, discussed the NASDAQ Stock Market's compensation committee listing rules (approved by the SEC on January 11, 2013, see SEC Release No. 34-68640). Among other things, the new rules require listed companies to have a compensation committee comprised of at least two independent directors and a committee charter. Compliance with the new rules is required by the earlier of either a company's first annual meeting after January 15, 2014, or October 31, 2014. The Harvard Law School Forum on Corporate Governance and Financial Regulation published a summary of a recent academic study of shareholder "say on pay." The study, conducted by Marinilka Kimbro of the Department of Accounting at Seattle University and Danielle Xu of the Department of Finance at Gonzaga University, examines the efficacy of shareholder say-on-pay votes.