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Discusses a scandal and internal investigation at MassMutual Financial Group. The discovery that Chief executive Robert J. O'Connell had a supplemental retirement account of more than $30 million which was under the supervision of company executive Susan Alfano; Allegation of Claire O'Connell that her husband was having an affair with Alfano; Reasons for the board's decision to fire O'Connell; Investigation of the ex-CEO by the Massachusetts Attorney General Tom Reilly; Financial and business information for MassMutual; How shadow retirement accounts work with hypothetical transactions; Details of the alleged activities of O'Connell and Alfano, as well as findings of the MassMutual board's investigations.

Reports that Christopher Christie, the United States attorney who announced the settlement of an fraud investigation into the business operations of Bristol-Myers Squibb Co., will become overseer of the pharmaceutical company. Description of the practice known as "channel-stuffing," where manufacturers get wholesalers to purchase more product than needed; Changes in Bristol-Myers management team as the result of the investigation; Comments from Christie as to why he did not impose a heavy fine on the company; Comments from Charles Elson, head of the Weinberg Center for Corporate Governance at the University of Delaware's business school, regarding the deferred prosecution of Bristol-Myers; Concessions made by the company in order to avoid prosecution, noting the power of outsiders to veto a board member.

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;

Focuses on the judicial opinion issued by Delaware Chancery Court Vice Chancellor Leo E. Strine Jr. regarding the conflicts of interest found in the special litigation committee established by Oracle Corp. to look into the stock sales made by chief executive officer Larry Ellison and other board members. Reaction from the special litigation committee to the Vice Chancellor's ruling; Impact of the decision on in so-called independent investigations; Discussion of corporate governance and the tightening of what defines it.

The article reports that investors have called for improved governance at casino operator Wynn Resorts Ltd.

The article states that a U.S. appeals court issued a ruling on April 14, 2015, permitting U.S. retail company Wal-Mart Stores Inc. to refuse to include a measure from New York City Trinity Wall Street Church concerning Wal-Mart's sale of semiautomatic rifles with high-capacity magazines and other products for its scheduled June 5, 2015, stockholders meeting.

The article reports that an increasing number of U.S. corporate boards are hiring consultants, known as 'board doctors,' to increase effectiveness in corporate governance.

The article looks at corporate governance in the U.S., reporting on a trend of institutional investors and investment managers pushing corporations to replace long-time directors with newer ones on their boards and discussing the average length of tenure of board members at various firms.

The article reports that the proxy adviser company Institutional Shareholder Services recommended that stockholders of computer software company Oracle Corp. should vote to replace most of Oracle's directors and reject the company's executive compensation plan/

The article reports that the natural-gas firm Chesapeake Energy Corp. is planning to cut costs and reform its corporate-governance as of January 2013, following complaints from investors regarding extravagant compensation given to chief executive (CEO) Aubrey McClendon.

The article describes efforts by investor Nelson Peltz, through his investment group Trian Fund Management, to alter corporate-governance policies of investment bank Lazard Ltd. as of June 21, 2012.

The article briefly describes how the position of lead director in a corporation came into being, and the typical duties of a lead director.

The article states that the U.S. entertainment firm Walt Disney Co. submitted a regulatory filing against its proxy-advisory firm, Institutional Shareholder Services Inc. (ISS), on March 1, 2012. The article states that Disney shareholders were scheduled to meet on March 13, 2012, concerning a vote of confidence regarding executive pay. The article offers comments from ISS spokesman Ted Allen.

The article discusses outside directorships among corporate chief executives. The article cites research conducted for the newspaper by the research firm Equilar Inc. 118 top officers of Fortune 1000 companies sit on at least three boards. The article offers comments from head of corporate governance for the California Public Employees' Retirement System Anne Simpson.

The article reports that the Chairmen's Forum, a group of experienced corporate chairmen, is developing a model corporate-governance policy that endorses appointing having separate chairman of the board and chief executive officer (CEO) roles within a company.

The article reports on the challenge faced by the board of Apple Inc. after the death of co-founder Steve Jobs concerning the decision to make about whether it needs to implement the conventional form of corporate governance.

The article reports that Jodie Fisher, the woman whose July 29, 2010 letter accusing Hewlett-Packard Co. Chief Executive Officer (CEO) Mark Hurd of sexual harassment resulted in Hurd's resignation, expressed regret Hurd left his job. The board of directors of Hewlett-Packard asked for Hurd to resign due to expense account irregularities it found during its investigation of Fisher's charges.

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 that Proxy Governance Inc. has recommended to Bank of America Corp. (BOA) shareholders that they approve separating the positions of chief executive and board chairman at the bank. Kenneth Lewis currently holds both posts. In 2008 a similar resolution gained the support of over 37% of votes cast, and BOA is reportedly preparing in case it prevails in 2009.

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 reports on move of Amalgamated Bank, which is the only union-owned bank in the U.S., to adopt a corporate-governance practices that it had opposed as an investor in other companies. Bruce Raynor, chairman of the board, is leading the changes but John Wilhelm, an Amalgamated director, is opposing the move because he felt that the proposals are bad corporate-governance measures. Amalgamated, who is one of the most active institutional investors in the U.S., owns $4.6 billion in assets and manages $12.3 billion in pension-fund money.

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.

Reports on the governance changes within Bristol-Myers Squibb Co.

Focuses on the efforts of airlines to cut executive compensation and examines the possibility that pay cuts may hinder the industry by promoting an increased rate of management turnover. Reasons why airlines are experiencing financial difficulties; Impact of union sentiment on the removal of executives at Delta Air lines and AMR Corp.; Description of compensation practices at several airlines. INSET: Shared Pain?.

Reports on the appointment of Daniel H. Mudd as the interim chief executive officer at Fannie Mae and discusses his plans to change the company's image. Nature of Fannie Mae, which is a government-sponsored lender; Scandal which resulted in the dismissal of CEO Franklin D. Raines; Reasons why the board selected Mudd as the interim CEO.

Reports on the controversy surrounding the improper business deal between two executives at TIAA-CREF and their outside auditor Ernst & Young LLP and discusses the implications of the failure to report the issue in a timely manner. Failure of TIAA-CREF CEO Herbert M. Allison Jr. to notify the board about the improper deal; Resignation of the executives who made the deal.

Reports on a plan implemented by Merck & Co. to award executives with generous severance packages in the event that the company is purchased. Reasons why the company designed the golden parachutes for officials; Legal difficulties facing the company over the recall of the drug Vioxx; Comments by Anita Larson; Nature of the change-of-control plan.

Reports on the efforts of Robert F. Erburu as the independent director of Marsh & McLennan Cos. during the scandal caused by investigations into the company's bidding practices. Nature of the charges filed against the company by New York Attorney General Eliot Spitzer; Resignation of CEO Jeffrey W. Greenberg; Efforts made by Erburu to resolve the legal problems.

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.

Focuses on the compensation and wages being given to chief executive officers (CEO). Comments from Michael H. Jordan, who was recruited by Electronic Data Systems Corp., regarding the compensation package he received; Why boards of directors are changing the compensation packages awarded to CEOs; Comments from Richard L. Trumka. secretary-treasurer of the AFL-CIO, regarding companies' acceptance that excessive compensation does not sit well with shareholders; Statistics indicating CEO salaries are still rising, according to proxy statements for several major U.S. corporations analyzed by Mercer Human Resource Consulting. INSET: WHO MADE THE BIGGEST BUCKS.

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;.

Profiles Walt Disney Co. Chairman and Chief Executive Officer Michael Eisner and troubles he faces as Disney shareholders gather for a meeting to decide his future with the company. Description of a shareholders' meeting several years ago at which irate stockholders were angry at Eisner for hiring Michael Ovitz; Other instances where Eisner's management style created acrimony from shareholders, board members and executives; Percentage of the voting shareholders that are likely to withhold support from Eisner, according to estimates of the company; View of author that March 3rd's shareholder vote will represent an indictment of Eisner's recent leadership; Speculation about changes in corporate governance at Disney as the result of upcoming shareholders' vote.

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.

Examines the corporate-governance at Walt Disney Co. and whether former board members, Roy E. Disney and Stanley Gold, did enough as insiders to prevent the mistakes they are currently attacking. Efforts of Gold and Disney to convince shareholders to withhold support at the company's March 3 annual meeting since they left the board; Details of allegations made by Gold and Disney against board members; Analysis of decisions made by the board while Gold and Disney were still there, indicating Gold held a pivotal role setting Chief Executive Michael Eisner's compensation; Establishment of Shamrock Holdings Inc. by Disney and Gold, designed to invest in troubled companies.

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.

Examines whether the New York Stock Exchange (NYSE) did not adhere to rules of corporate governance that are practiced by many companies. Amount of the compensation package given to Dick Grasso, the NYSE's chairman, that has created the controversy about the NYSE's corporate governance; Comments from Alan Johnson, managing director of pay consultants Johnson & Associates, regarding the lack of governance at the NYSE; Amount of additional compensation that Grasso is due to receive that the NYSE did not initially disclose; Role of the U.S. Securities and Exchange Commission (SEC) in investigating the compensation package given to Grasso; Influence of Grasso in assigning committee members at the NYSE.

Reports that the New York Stock Exchange is coming under intensified attack for weaknesses in its own corporate governance. Report that will be released by the Council of Institutional Investors, a powerful pension-fund group; Criticism of the nation's biggest securities market for shortcomings in governing itself and discipling the brokerage industry; Details of the report; Belief that the New York Stock Exchange is not well-governed; Draft that bothered NYSE officials.

Discusses the efforts of corporate board prospects to investigate prospective companies for possible corruption and irregularity. Case of Peter G. Peterson, an investment banker formerly on the board of ImClone Systems Inc., who did not consider himself diligent enough in investigating the company; Heightened legal risks and expanded duties and expectations for corporate board members, which have caused prospective board members to be cautious about accepting board positions; Investigation of Network Associates Inc. by Robert B. Buckman before joining the board of the company.

Discusses conflicts of interest between corporations and their board members who are leaders of large nonprofits. Boards that Ellen Futter, the president of the American Museum of Natural History in New York City, serves on; Connections that museum directors, university presidents and other nonprofit leaders make when they are on corporate boards; Substantial contributions that the corporations that Futter sits on have made to her museum; Possibility that money from companies will make nonprofit officials beholden to the corporate management they are supposed to be monitoring; Contributions that Enron Corp. made to a Houston, Texas cancer center headed by Enron director John Mendelsohn; Ruling by a Delaware Chancery Court judge that an independent investigative committee created by Oracle Corp.'s board was full of 'bias-creating relationships.' INSET: Reform Proposals.

Presents views of several directors on corporate governance. Barbara Hackman Franklin, former U.S. commerce secretary; Scott McNealy of Sun Microsystems Inc.; Raymond Troubh of Enron Corp.; Kenneth Eisold, president-elect of the International Society for the Psychoanalytic Study of Organizations.

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.