BoardMatters Quarterly, April 2013

Dealing with outside pressures

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Corporate shareholders of all sizes are more actively engaging with companies in a variety of ways and on a variety of topics, including corporate governance practices. In some cases, they are bringing about changes in the boardroom.

In this issue, we look at this development from the perspective of BlackRock, one of the world’s largest investment managers and an influential voice in the era of investor engagement.

In a separate article, we discuss how directors can prepare for possible shareholder engagement. We also focus on what audit committee members are saying about another external pressure that is causing anxiety and concern in the boardroom — cybersecurity.

Finally, we review some of the compliance considerations related to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank).

In this issue:

Investors taking action: a look at BlackRock’s approach to shareholder engagement
We talk with Michelle Edkins, BlackRock’s Global Head of Corporate Governance, about why BlackRock decides to engage as a shareholder, its process and what it expects from companies, boards and audit committees.

Preparing for shareholder engagement
Find out how directors can turn engagement into opportunity.

Concerns about cybersecurity
With new stories of cyber attacks coming out regularly and so many unknowns, audit committee members are paying close attention and asking questions.

Conflict minerals and OTC derivatives
Boards and audit committees should focus on Dodd-Frank as compliance with some of the new regulations mandates direct board involvement.