It is the job of independent directors to act as a counterweight to management and help protect shareholder value.
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Even well-known companies like Canon, Toyota, Nintendo and Suzuki have not appointed even one independent director to oversee operations and help protect shareholder value.
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Of course, an outgoing chairman is free to negotiate as much as possible and a board, while expected to protect shareholder interests, is equally free to determine a reasonable level of compensation.
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Many commentators are now arguing that board diversity should be seen as part of a broader set of governance policies that companies can implement to help foster functional boardroom cultures and help protect shareholder value.
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Unfortunately, in modern corporations where ownership is separated from management, common shareholders and managers sometimes have conflicting interests, and for this reason, it is important that companies appoint qualified, independent board members to help oversee management and protect shareholder value.
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But ESPN is a for-profit business, not a governmental entity, attempting to protect its brand and shareholder value.
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Any route Bear Stearns chooses would be to "protect our customers and maximize shareholder value, " Schwartz said.
Premiums for directors' and officers' insurance, which companies buy to protect their top staff from shareholder lawsuits, have soared.
The failure to do so may lead to not only expensive cyber breaches and loss of intellectual property, but also to having to defend against expensive shareholder lawsuits alleging the failure to take reasonable steps to protect their cyber infrastructure.
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To protect Pearson's interests as a minority shareholder, if Bertelsmann declines a Pearson offer to sell its entire shareholding, Pearson may require a recapitalisation by which Penguin Random House raises debt of up to 3.5x EBITDA, with a dividend distributed to shareholders in line with their ownership.
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Wynn Resorts Ltd. on Tuesday forcefully defended its move to oust a major shareholder over the weekend, explaining the board acted out of an obligation to protect the casino company and its shareholders.
Furthermore, those on Wall Street are in fact investing shareholder funds, so it is important that they are subject to some limitations to protect the average investor.
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They are designed to protect the interests of minority investors, improve the accountability of companies and maximise shareholder value.
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And it has asked its minority investors to attend a shareholder meeting on April 8th and to vote in a co-ordinated way in order to protect their interests.
Ms. STEELMAN: There's a shareholder risk to holding these stocks, and as state treasurer, I believe I had a fiduciary responsibility to protect these pension funds.
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