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The article discusses gains by activist shareholders at several companies. Restaurant operator Yum Brands Inc., Prudential Financial Inc., and real estate investment company Boston Properties will all permit shareholders with at least a 3% ownership stake to nominate board directors. A decision by the U.S. Securities and Exchange Commission to stop giving firms permission to block so-called proxy access measures has helped drive the trend.

The article discusses activism on the part of mutual fund managers BlackRock Inc. and Vanguard Group. BlackRock issued guidelines specifying circumstances under which the company would oppose the re-election of corporate board members. Vanguard has said it expects boards to be independent of company management. Paul Hodgson of consultancy BHJ Partners says both Vanguard and BlackRock can exert large influence through their actions.

The article discusses the growing incidence of firms splitting their chief executive and board chairmanship duties. Between 2007 and 2012 the fraction of Standard & Poor's 500 companies with an independent outside director has increased from 12% to 20%. Credit-ratings firm Moody's Corp. is among firms that have taken the chairman's job away from the chief executive officer in response to shareholder pressure.

The article, citing anonymous sources, reports that the board of directors of the banking industry firm J.P. Morgan Chase & Co. will change the membership of its risk policy committee in response to losses of more than $2 billion in securities trading. Either director Timothy Flynn or director James Bell is expected to be named to the committee.

The article considers corporate governance and investor relations at wireless communications systems company Sprint Nextel Corp. The relationship between the company's board of directors and Chief Executive Officer (CEO) Dan Hesse is examined. It is noted that Chairman of the Board Jim Hance has met or communicated with the company's major stockholders to discuss its plans to return to profitability and listen to complaints.

The article discusses the independence of boards of most large companies in the U.S. but some of those independent directors have close ties to the companies and executives they oversee. These include Stanford University president John Hennessy who has served as an independent director of technology firm Google Inc., Andrew McKenna of restaurant chain McDonald's Corp., and Charles Gifford and Thomas May who serve together on the board of financial services firm Bank of America Corp.

The article reports that the directors at HealthSouth Corp. have given assent to a bylaw that would reimburse some of the costs involved with an activist candidate's successful campaign for a seat on the firm's board. Chief executive Jay Grinney said the policy would provide a stronger voice to shareholders who aren't well-funded .

The article reports that shareholders of Royal Dutch Shell PLC rejected an executive compensation plan at a meeting in the Hague. Royal Dutch's board of directors had decided to award bonuses to executives including chief executive Jeroen van der Veer, even though the firm failed to meet performance criteria.

The article discusses the growing incidence among corporate directors of troubled companies of self-imposed pay cuts. Directors at Bell Microproducts Inc. reduced their retainers and fees by 30% for 2009. Board members at General Motors Corp. have lowered their pay three times over a four-year period.

The article reports that U.S. corporate boards of directors are increasingly becoming more aggressive in managing salaries of their Chief Executive Officers (CEO). Pressed by activist stockholders and government regulators, boards are cutting CEOs' ability to set their own compensation levels and evaluating management performance more stringently.

The article focuses on how and when corporate boards of directors decide to replace Chief Executive Officers (CEOs) under fire for poor financial performance or ethical questions. The decision is a problematic one, as the risk of letting a bad situation become worse is matched by the risk of premature action ending a recovery in progress and creating a power vacuum. CEO tenure has grown shorter from 1997-2007. The decision often hinges on whether the board has a successor available.

The article reports that an increasing number of corporate boards are imposing performance targets on stock options and stocks offered in their CEOs' pay packages. Amid complaints about excessive executive compensation, this is the latest strategy in an effort to tie CEO pay to performance. The increased emphasis on performance targets is intended to keep executives from reaping rich rewards for reasons unrelated to their leadership ability. Hoping to promote greater accountability, companies are turning to a variety of performance goals.

Discusses corporate governance changes at Morgan Stanley & Co. Inc. following a weekend board meeting. Report that the board eliminated a provision requiring a 75% vote to change Chief Executive Phillip Purcell's duties but rejected calls for his replacement; Review of other changes that were announced, which included plans to change board member terms from three years to one year and a rotating board-committee chairmanships; Suggestion that the changes were made in response to dissatisfaction with Purcell and his management team.

Focuses on members of boards of directors in light of the Sarbanes-Oxley Act combined with the reforms proposed by two stock exchanges, requiring greater independence by corporate directors. Elements of the Sarbanes-Oxley Act with respect to the compensation received by corporate directors; Elements of the rules proposals by the stock exchanges on corporate directors' affiliation with the corporation; Number of boards that George J. Mitchell, Larry D. Striplin Jr. and Larry W. Sonsini sit on, and analysis of their roles with respect to the recent changes;

The article reports on the decision of the board of Massey Energy Co. to establish a separate safety committee consisting of independent directors as it revamps corporate governance in the wake of the April 2010 mine explosion that killed 29 coal miners.

The article reports on the release of a report from the National Association of Corporate Directors (NACD) urging U.S. boards of directors to improve their management. Some of its recommendations are to improve risk oversight, corporate strategy, executive compensation and investor communication. NACD president Kenneth Daly said that directors have key role in fixing the corporate America. The report came amid scrutiny against corporate boards for poor management that contributed to the credit crisis and recession.

The article discusses the growing incidence of corporate directors in the U.S. resigning their posts. Among reasons cited are the time demands of board membership, and a desire to focus more attention on one's professional responsibilities. The demands on directors of firms struggling to survive can be particularly stern. William H. Swanson of Raytheon and Ellen J. Kullman of DuPont have both either left, or plan to leave, board seats.

The article discusses contradictions facing Ethan Berman, chairman and chief executive of RiskMetrics Group Inc. When RiskMetrics advises other firms, it recommends that the chief executive and board chairman positions be held by separate persons. Additionally, it suggests that executive compensation be based on objective factors, whereas at RiskMetrics subjective factors are explicitly cited as playing a role.

Focuses on a shareholder derivative lawsuit filed by stockholders of the Walt Disney Co., contending that Disney board members were lax when CEO Michael Eisner hired Michael Ovitz as the company's No. 2 executive in 1995. Excerpts from a deposition of Eisner, suggesting the hiring of Ovitz was a mistake; Size of severance package received by Ovitz; Damages being sought by the plaintiffs from the directors for allowing a no-fault termination of Ovitz; Claims made by Ovitz' attorney; Potential impact of the case on directors' personal liability; Assessment of the Court of Chancery in Delaware, where the suit is being heard, noting the growing clout of investors and the scrutiny of corporate governance has caused a shift in the court's rulings and judgments.

Reports the California Public Employees' Retirement System (Calpers), America's largest public pension fund, is escalating its campaign for better corporate governance by targeting directors it says don't act in the best interests of shareholders at several companies -- many of which are in its investment portfolio. Percentage of American companies within its portfolio, of which Calpers will withhold support for the re-election of certain directors, including Apple Computer Inc., Lockheed Martin Corp., Coca-Cola Co. and Citigroup Inc.; View of author that Calpers is returning to its activist roots; Concerns of Calpers' managers regarding accounting firms and auditors used by companies; Comments from Christy Wood, as senior investment advisor for Calpers, regarding the auditing process; Details of the fund's campaign to effect change in corporate governance.

Assesses the growing movement toward more shareholder democracy on companies' boards of directors. Details of a plan proposed by the United States Securities and Exchange Commission (SEC) that would allow shareholders put their own nominees for the board of directors alongside management's choices on a company's official ballot; View of corporate executives and business lobbies regarding shareholders on boards, suggesting they could bring certain agendas that could prove costly to companies; Comments from Stephen Odland, chief executive of AutoZone Inc., regarding shareholders on boards; Comments from Joel Seligman, dean of Washington University law school in St. Louis (Mo.), regarding shareholder involvement company-management; History of shareholder involvement in running companies;.

Focuses on the upcoming Walt Disney Co. shareholders' meeting, at which they will decide the future of Chairman and Chief Executive Officer Michael Eisner. Estimated percentage of shareholder vote to go against Eisner, according to Disney officials; Efforts of former Disney board members, Stanley Gold and Roy E. Disney, to persuade shareholders to withhold support for Eisner; Shareholder groups and institutional shareholders that have come out against Eisner, including Institutional Shareholder Services, the California Public Employees' Retirement System, the California State Teachers' Retirement System and the New York State Common Retirement Fund; Details of an unsealed court document in a Delaware shareholder lawsuit related to Eisner's actions when Disney hired Michael Ovitz; Options facing the board of directors with respect to corporate-governance.

Reports that several corporate boards are seeking to recover pay from ex-chief executive officers (CEO). Description of case involving the New York Stock Exchange (NYSE) and its former-CEO Dick Grasso; Amount of money being sought from Freddie Mac's former chief Leland Brendsel; View of corporate-governance experts that the boards themselves are partly to blame for previous unsuccessful efforts to recover pay given to disgraced former-CEOs; Comments from Roger W. Raber, president of the National Association of Corporate Directors, regarding directors' liabilities with respect to compensation packages; Discussion of the case involving Kmart Holding Corp.

Discusses a split between the roles of board chairman and chief executive officer (CEO) in corporations in the U.S. Corporate governance-standards; Efforts to improve monitoring of management and relieve CEOs who are overworked; Election of Joel J. Cohen as chairman of the board of Chubb Corp.; Commission of the National Association of Corporate Directors which will urge that corporations improve governance.

The article discusses discontent among investors and analysts with corporate governance at smartphone maker Research in Motion Ltd. Some are demanding that the company's board of directors force a shift in strategy, sell the company, or dismiss co-chief executives Mike Lazardis and Jm Balsillie. During 2011 Research in Motion's market capitalization has fallen by roughly 75%.

Focuses on the annual stockholders' meeting of the Walt Disney Co. and potential outcomes for Disney chairman and chief executive officer Michael Eisner. Percentage of the company's voting shareholders that are expected to withhold support for re-electing Eisner to the company's board of directors; Speculation regarding corporate governance at Disney, including the removal of Eisner's title as chairman; Description of conference involving former Disney board members Roy E. Disney and Stanley Gold, who are attempting to rally shareholders to oust Eisner.

Focuses on the operations of the New York Stock Exchange (NYSE) one day after Dick Grasso resigned as its chairman. Comments from H. Carl McCall, who is the interim chairman, regarding changes that will be made at the exchange; Discussion of the changes that may occur on the board of directors; When a report is due that will address such issues as the composition of the board and governance; Speculation about which board members are vulnerable; Recommendations made by Securities and Exchange Commission head William Donaldson regarding a permanent replacement for Grasso.