Corporate Governance Assignment

Research the corporate governance of a publicly traded firm that is headquartered in the United States (Because of future assignments, do not choose a firm in the financial industry such as a bank, insurance company, investment firm, etc.  You also cannot study the following companies: Chipotle, Facebook, Universal Display Corporation).  There are many aspects of corporate governance, but you should follow the advice of Arthur Levitt, which means you will be doing the analysis from the perspective of a potential investor. Details 1.Choose a publicly traded U.S. firm.  Only 1 student is allowed to research each firm.  A sign-up sheet will be passed around in class.  Do not start your research until you have signed up in class.

2. Go to www.sec.gov. Click on “More Search Options” in the top right corner. Enter your company’s name (it is often easier to enter the ticker symbol rather than the company name) and click “find companies.”  Find the most recent DEF 14A form (which is the name of the proxy statement) and click on “documents”.  Click on the link under “Document” which has a description of “DEFINITIVE PROXY STATEMENT” or contains “DEF 14A”.

3.Address each of the 9 items found on Levitt’s “Governance Checklist” (board independence, board over commitment, board size, board compensation, board perks, succession planning, executive pay, annual board elections, and poison pills).  State how your firm deals with each issue and if this is a positive or negative according to Arthur Levitt (sometimes you will only be able to discuss how your firm compares to the average firm).  Description of the firm’s governance should be in your own words.  Copying and pasting from the proxy statement is not acceptable.            

Sample Solution