March 2010 - Revista RI - Article
Temporada de Assembléias 2010 - Um ano de desafios para a governança no Brasil
John Wilcox and Andrea Di Segni expand on the impact on Brazilian Meetings of the newlly issued CVM Instructions 480 and 481. Practical recommendations to issuers are provided to deal effectively with their shareholders.
download pdf article - Brazilian version
February 2010 - International Corporate Governance Network - Article
Italy's "Vote by Slate" - an innovative method to elect minority directors.
In this article published in the ICGN 2009 Yearbook, John Wilcox, Andrea Di Segni and Matteo Erede explain the main features of the Italian vote by slate ("Voto di lista") rules, which provide an often overlooked means for minority shareholders to achieve Board representation in Italian listed companies.
February 2010 - Revista RI - Memorandum.
A temporada das Assembléias Anuais em 2010 - Um ponto de inflexao na evoluçao da governança corporativa.
The "Revista RI" hosts the "Sodali 2010 Client Memo". As for every season, Sodali provides its Clients with a framework for managing successfully the relations with their investors for the year to come. The Memo has been drafted by our Chairman, John Wilcox, and is the result of the experience drawn from our recent client work for listed companies and our continuous surveying of shareholder concerns and expectations.
January 2010 - The Conference Board - Memorandum.
Strategic Governance Issues for the 2010 Proxy Season
John Wilcox authors the new Director Notes release, entitled "From Compliance Governance to Strategic Governance" and discusses a basic framework that companies may consider using to prepare and conduct successful annual meetings in 2010.
According to the author, the year 2010 will mark the beginning of a new chapter in corporate governance, requiring companies to deal with an expanded agenda linking governance to business strategy.
21 September 2009 - The Conference Board - Report.
Conference Board Task force on Executive Compensation.
The Task Force provided guiding principles for companies to demonstrate real commitment to best practices in executive compensation and take action to restore the credibility and trust lost during the economic crisis.
John Wilcox, Sodali's Chairman, was a member of the Task Force's Technical Advisory Group, which brought together corporate leaders and investors as well as governance, legal, compensation, and ethics experts to address one of the most relevant and debated issues.
9 September 2009 - Aspen Institute - Statement.
John Wilcox is one of the 28 leaders who joined and signed the Statement of the Aspen Institute Business & Society Program's Corporate Values Strategy Group.
The document contains a call to end the focus on value-destroying short-termism and create public policies that reward long-term value creation for investors and the public good.
August 2009 - The Conference Board - Report.
The Conference Board - Report
The Conference Board Executive Action Report on "CEO Succession Planning", published in August 2009 was co-authored by Wilcox.
4 June 2009 - Web Page American Society / Council of the Americas.
Corporate Governance Predictions in the Wake of the Global Economic Crisis.
John Wilcox is one of the panellists of the corporate governance session of the Latin the Chairman American Cities Conference, hosted by the American Society / Council of Americas in São Paulo, Brazil.
The core of his intervention at the Conference is resumed in this article published in the Society's web page.
24 April 2009
"Comparative Analysis of European Legislation dealing with Takeover Bids: implementation of Directive 2004/25/EC".
Sodali's study analyzes the new rules relating to takeover bids in major European countries.
It is meant to help companies and their advisors to understand and deal effectively with the interplay of Takeover Regulation within the European Union and the local markets.
The Directive aims at achieving a level playing field across national markets. Key elements such as disclosure, transparency, minority shareholder rights, communication and defensive tactics are therefore affected by the new rules.
If effective harmonization on disclosure rules has been achieved, this cannot be said for defensive measures and defence strategies that companies may adopt.
Both target and bidding companies must therefore proceed with full understanding of jurisdictional differences. The changes require careful assessment of new opportunities and constraints, when planning and implementing successful bids or defensive strategies.
Please do not hesitate to contact us at info@sodali.com, should you be interested in receiving a hard-copy of the study or require additional information on the scope of our research and its practical implications.
16 September 2008
"The Finnish Cross-Border Voting Process: Seminar and Survey Findings".
Sodali has been very actively present in the Finnish market both by assisting companies in dealing with the concerns / expectations of their shareholders and by actively contributing to the debate on governance reforms, in issues such as the application of the shareholder rights Directive, executive remuneration, stock lending, etc. Assisting companies and institutions by bringing the shareholder viewpoint and actively contributing to the design of a better system are founding values of Sodali. We are committed to this "institutional" work as it also supports our claim to perform an effective work in assisting issuers whenever they take a business / strategic decision that has an impact on its shareholders.
The attached document is a summary of the most relevant findings of a survey conducted on foreign institutional investors on their perception of current inefficiencies on the cross-border information flow and share voting. The results were presented these results at a Conference organized by Nordea Bank in September and at the Finnish Council of Listed Companies Seminar, held in November 2008.
For the complete results and findings of the survey, please do not hesitate to contact us at info@sodali.com.
IR Magazine. December 2008
Seoul Purpose.
The article describes the most typical features of the South Korean market and discusses how the more forward-thinking South Korean firms are aiming at attracting foreign investment, by adopting corporate governance improvements. It provides the case study of Dong-A, South Korean largest listed company. The company has initiated a comprehensive governance overhaul, assisted by Sodali, which provided external consultancy during both the internal assessment of the company's governance practices and the subsequent campaign of outreach to investors.
Directors & Boards. Annual Report 2008
"Say on pay" is not a "slippery slope".
John Wilcox gives 10 reasons for which an advisory vote on executive compensation makes sense for both companies and shareholders.
The Corporate Governance Advisor. July 2008
The Corporate Governance Advisor: a "common sense" approach to Shareholder Access: a modest proposal for an Access bylaw.
A contribution from John Wilcox on one of the hottest topics of the past U.S. Proxy Seasons.