Global Governance Advisors

Peter Landers

Peter Landers
Peter Landers is a Partner at Global Governance Advisors advising Boards and senior management on Executive Compensation, HR Strategy & Governance.
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Recent Posts

Learning From Past Mistakes: Tips to Avoid a Proxy Fight

Posted by Peter Landers on Aug 27, 2018 10:00:00 AM

All publicly-traded companies face the risk of a proxy fight with one or more of its current shareholders. In a nutshell, a proxy fight is a situation where two corporate factions (typically the Board/Executive Team vs. an activist shareholder or a group of company shareholders) fight for votes from remaining shareholders in order to effect change in a particular area of governance in the company.

This issue often occurs when a new slate of board members is proposed to replace a group of existing board members by an activist shareholder or group. The new slate of board members are generally individuals who are receptive to the activist shareholder’s views on how to change the company while the existing board members are often resistant to the activist shareholder’s views. Common areas of disagreement that can lead to a proxy fight include: future company strategy, executive compensation, company performance or whether a sale of the company or continuing as a stand-alone company is in the best interest of shareholders.

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Topics: GGA, Shareholder Activism, Proxy Fight

How to Create Effective Board Meetings

Posted by Peter Landers on Jul 30, 2018 10:07:42 AM

Effective Board and Committee meetings are one of the key factors that allow a board to operate efficiently and help drive better decision-making. As an advisor to boards, I have participated in hundreds of meetings and have observed both efficient and inefficiently run meetings. Ultimately, the meetings that ran most efficiently allowed the Board/Committee to move forward with its agenda and not be distracted by trivial issues that delay decision-making.

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Topics: GGA, Board Room, Board Meeting

Making Sense of Your Role – Better Defining Board and Management Responsibilities

Posted by Peter Landers on Jul 5, 2018 3:26:08 PM

To ensure good governance practices, Board members must acknowledge and adhere to three primary fiduciary duties, which was the message that I recently delivered in education sessions to public pension plan trustees and board members for not-for-profit organizations.

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Topics: define your board, board of directors, GGA

The Power of Board Assessments

Posted by Peter Landers on Jul 5, 2018 3:23:19 PM

Board assessments are a powerful tool that can be used to evaluate the ongoing performance of your Board and ensure that you are following proper governance practices.

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Topics: board of directors, GGA, board assessments

Three Types of Board Assessments That Will Benefit an Organization's Board Governance Practice

Posted by Peter Landers on Jul 5, 2018 3:20:53 PM

Board assessments can range in scope from simple, post Board meeting questionnaire of 5 to 10 questions on how to improve future meetings to detailed reviews at the end of the year that cover not only Board performance, but also director’s views on Committee performance and their peers’ performance. While organizations tended to conduct these types of assessments internally in the past, more and more organizations are relying on independent third parties to help them during the assessment with 45% of Boards reporting the use of consultants during their Board assessment, according to a recent Global Board survey, conducted by InterSearch and Board Network.

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Topics: board of directors, GGA, board assessments