2013 shareholder meetings: top issues.

Author:Heffes, Ellen M.
Position:CORPORATE GOVERNANCE
 
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At the 2013 annual meetings shareholders will be focused on opportunities and threats and should make for an especially challenging annual meeting season. Accounting and consulting firm BDO USA has compiled the following list of topics that corporate management and boards of directors should be prepared to address:

* Global Economic Concerns. Sovereign debt holders or any companies with exposure in Southern Europe or China need to be prepared for worst-case scenarios. Shareholders will ask about contingency plans the company has in place should there be a major collapse.

* FCPA Risk. As BRIC (Brazil, Russia, India and China) nations become the prime markets for global expansion and the U.S. steps up enforcement of the Foreign Corrupt Practices Act (FCPA), businesses need to focus on the threat of corruption and bribery in foreign markets.

Major U.S. corporations have disclosed spending hundreds of millions of dollars in FCPA-related multinational investigations and boards should be prepared to address questions on controls in place to protect the business from these types of losses.

* Cyberattacks. The proliferation of cyberattacks on American businesses, government agencies and individuals suggests that many companies are less adept at managing cyberthreats than at handling other risks.

Shareholders may want to know what the company is doing to take a proactive and preemptive approach to cybersecurity.

* Social Media. Shareholders will want to know about management's focus on (among others): a proper social media strategy for engaging customers, employees, recruits, business partners and other stakeholders; controls the business has in place to ensure that proprietary knowledge or "inside information" is not accidentally leaked via corporate blogs or Twitter initiatives; and is the company equipped with a rapid response strategy for mitigating bad news that goes viral on the Web?

* Sequestration Impacts. Shareholders of any businesses that deal with the government (and particularly defense contractors, aerospace manufacturers, health care providers, nonprofits and others) will want to know the sequester's impact on the company and the likely scenarios and contingency plans in place.

* M&A Due Diligence/Contingency Planning. Merger and acquisition activity this year is topping many agendas, so shareholders will want assurances from management and boards that potential acquisitions will be properly...

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