{"has_more":true,"total_items":38,"items":[{"vg_id":0,"journal":"the New York Stock Exchange (NYSE) 113 and NASDAQ rules 114 require a majority of directors for companies listed on these exchanges to be independent","title":"Boards of directors act as fiduciaries in hiring and firing senior management and in holding company managesecond layer of oversight. First and foremost, shareholders vote to elect board directors at annual shareholder meetings. Shareholders can vote, among other issues, to approve or disapprove: the company's auditor, executive compensation packages through \"say-onpay\" votes, shareholder proposals, and mergers and acquisitions. Shareholders are diverse, and can include pension plans, sovereign wealth funds, mutual funds, activist hedge funds, endowments, foundations, and individual investors. Many institutional shareholders, including most asset managers"},{"vg_id":0,"journal":"number of companies, many in the media, entertainment and technology industries","title":"have gone public with dual class share structures. 116 These companies issue various classes of common stock, often including a high vote class held by the founders who may only own a small percentage of the equity of the company, and a low vote or even a no vote class sold to the public. The consequence is that the founders retain either perpetual or long-term control of the company to the exclusion of the public"},{"vg_id":0,"published_date":2014,"journal":"NYSE: Corporate Governance Guide"},{"issue":"b","vg_id":0,"published_date":2019,"journal":"Rule","volume":5605,"title":"A majority of the board of directors must be comprised of Independent Directors as defined in Rule 5605(a)(2). The Company, other than a Foreign Private Issuer, must comply with the disclosure requirements set forth in Item 407(a) of Regulation S-K. A Foreign Private Issuer must disclose in its next annual report (e.g., Form 20-F or 40-F) those directors that the board of directors has determined to be independent under Rule 5605(a)(2)","authors":[{"author_name":"Nasdaq Stock"},{"author_name":"Market"}]}]}