23 Jun Alongside the proxy, you should also be able to
Alongside the proxy, you should also be able to access the firms annual 10-K. Here you will find information on performance, governance, and the firms outlook, among other things.
Identify one of the companys main competitors for comparison purposes. You can find this information using company analysis tools such as Datamonitor.
Some of the topics that you should examine include:
Compensation plans (for both the CEO and board members; be sure to look for any difference between fixed and incentive compensation)
Board composition (for example, board size, insiders and outsiders, interlocking directorates, functional experience, how many active CEOs, how many retired CEOs, what is the demographic makeup, age diversity, and so on)
Committees (how many, composition, compensation)
Stock ownership by officers and directors—identify beneficial ownership from stock owned (you will need to look through the notes sections of the ownership tables to comprehend this)
Ownership concentration—evaluate the firms outstanding stock owned by institutions, individuals, and insiders and identify the no. of large-block shareholders (owners of five percent or more of stock)
In addition, answer the following questions:
1. Does the firm utilize a duality structure for the CEO?
2. Is there a lead director who is not an officer of the company?
3. What are the activities by activist shareholders regarding corporate governance issues of concern?
4. Are there any managerial defense tactics employed by the firm? For example, what does it take for a shareholder proposal to come to a vote and be adopted?
5. What is the firms code of conduct? List them.
Prepare a double-spaced memo summarizing the results of your findings with a side-by-side comparison of your target and its competitor. Your memo should include the following topics:
1. Summarize what you consider to be the key aspects of the firms governance mechanisms.
2. Attach to your memo a single graph covering the last 10-year historical stock performance for both companies. If applicable, compare both using a representative index such as the Standard & Poors (S&P), National Asso
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