Events James McRitchie will attend

James McRitchie

The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member is now in available. I contributed Chapter 21, The Individual’s Role in Driving Corporate Governance. Events CorpGov.net publisher James McRitchie will attend:

  • I’m in Ottawa (Almonte) 9/19-25 for anyone wishing to connect. (email)

  • Shareholder Activism Viewed as a Political Campaign – 9/28, free webinar by CommPRO. Register
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Tim Smith Honored by ICCR

Tim Smith (a few years back)

Tim Smith (a few years back)

On September 29, 2016 Tim Smith, Walden Asset Management’s director of ESG Shareowner Engagement, will be honored at the annual event of the Interfaith Center for Corporate Responsibility (ICCR) for his decades-long, indefatigable leadership shaping the landscape of shareholder advocacy for more just and environmentally sound business policies and practices.

Tim is the first secular recipient of the ICCR Legacy Award, a recognition of his nearly quarter-century history at the helm of ICCR as well as 16 years at Walden where he continues to demonstrate daily how shareholder leverage can be an effective vehicle for positive change.

ICCR describes Tim as having had a profound impact on the field of sustainable and responsible investing, noting:

Tim plays a valuable role in virtually every ICCR program area but has been an especially effective leader of investor engagements on climate change and on governance topics including lobbying and political spending, executive compensation and separate Chair/CEO, as well as board diversity.

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Will FedEx LGBT Employees Be Protected From State-Promoted Discrimination?

FDXFedEx LGBT Employees Subject to State-Sponsored Discrimination

FedEX LGBT rights failure #shameonfedex

FedEX LGBT rights failure #shameonfedex

I’ve already provided my suggested votes at FedEx ($FDX) at FedEx (FDX): Proxy Score 44. September 25th is the last day to vote online.

However, the following came in today from my friend of NorthStar Asset Management, Inc. concerning their proposal #7 Report Application of Company Non-Discrimination Policies in States With Pro-Discrimination Laws. Of course, I would vote for it 100 times over if I could, so I thought her words worth repeating. State-promoted discrimination is akin to state-sponsored terrorism, as far as I’m concerned. We have to fight it on every front.  Continue Reading →

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FedEx (FDX): Proxy Score 44

FDXFedEx Corporation (NYSE:FDX) provides transportation, e-commerce, and business services in the United States and internationally. Their annual meeting is coming up on September 26, 2016. Last day to vote is the 25th, unless you attend the meeting.

ProxyDemocracy.org had collected the votes of two fund families when I checked. Vote AGAINST pay, compensation committee; FOR all shareholder proposals. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via iiWisdom. I’m on vacation, so sorry for the late and somewhat abbreviated post. Continue Reading →

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Torres-Spelliscy: Corporate Citizen?

Corporate Citizen? by Ciara Torres-SpelliscyTorres-Spelliscy’s Corporate Citizen? An Argument for the Separation of Corporation and State, analyzes the trail of legal cases that led to the 2010 Supreme Court decision in Citizens United, as corporations won rights originally reserved for citizens. Not only are they winning the rights of real persons, but they are avoiding the responsibilities of citizenship… like paying taxes.

Before reading the book, I vaguely knew one of the first key decisions stemmed from the Fourteenth Amendment to the U.S. Constitution, which says,

[n]o state shall… deprive any person of life, liberty or property without due process of law, not deny to any person… the equal protection of the laws.

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The Handbook of Board Governance: Part 6

The Handbook of Board GovernanceI continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 6 of the book, Governance of Information TechnologySee prior introductory comments and those on Part 1Part 2Part 3Part 4 and Part 5. As I have indicated before, The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance, if it isn’t already. Rank 8 at Amazon within the entire field (fluctuates daily). Continue Reading →

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Rising Stars of CorpGov: Nominations Open

2015 Rising Stars of Corporate Governance

2015 Rising Stars of Corporate Governance & Ira Millstein

Rising Stars of Corporate Governance Award – Each year, the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School presents the annual Rising Stars of Corporate Governance Awards.

This award recognizes people who, while young and possibly new to the field of corporate governance, are making their marks as outstanding analysts, experts, activists, or managers. Recipients may represent any of the many bodies that comprise the world of corporate governance: corporations, academic bodies, institutional investors, auditors, advisory firms, rating agencies, proxy services, professional associations, and others. Continue Reading →

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Lawndale Files 13D: Willbros Group

willbros group

Lawndale Calls for Improved Governance at Willbros Group

Willbros Group – In a filing with the SEC on September 12, 2016, Mill Valley, California-based Lawndale Capital Management, LLC and its affiliates (“Lawndale”) filed a form 13D in Willbros Group (NYSE: WG), reflecting 5% ownership and calling for improvements in the company’s corporate governance policies and board composition.

Included in this 13D filing (linked below) is Item 4 “Purpose of Transaction,” describing Lawndale’s request that the Willbros’ Articles and By-laws be amended as follows: Continue Reading →

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LGBTQ Rights @ SRI Conference

LGBTQ

LGBTQ Panel at SRI

While major advances have been achieved in the United States to protect the rights of the LGBTQ individuals (lesbian, gay, bisexual, trasgender, queer or questioning), there are still a number of countries where outright discrimination and even punishment by death are real threats. A major LGBTQ rights panel during the 27th annual SRI Conference November 9–-11, 2016 in Denver will explore what concerned shareholders can and will be doing about this issue. Continue Reading →

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HRB H&R Block: How I Voted – Proxy Score 57

HRB Never Settle

HRB Never Settle For Fake Proxy Access

H & R Block Inc (NYSE:HRB, $HRB) provides tax preparation and banking services and is one of the stocks in my portfolio. Their next annual meeting is September 8, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked and voted but Proxy Insight had many more. I voted in favor of my suggested proxy access amendments to current bylaws and with the Board’s recommendations 64% of the time. View Proxy Statement. Continue Reading →

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The Handbook of Board Governance: Part 5

I continue my review of The Handbook of Board Governance: A CoThe Handbook of Board Governancemprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 5 of the book, The Unsolved Governance Problem: Performance Measurement and Executive Pay. Talk to any of your acquaintances outside the corporate governance industrial complex and they will all have an opinion regarding CEO pay. This is a part of the book everyone can relate to. 

See prior introductory comments and those on Part 1Part 2Part 3 and Part 4. As I have indicated before, The Handbook of Board Governance will soon be the most popular collection of articles of current interest in the field of corporate governance.” It is already ranked 10 at Amazon (although ranking fluctuates daily, like a thinly traded stock). Continue Reading →

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Stock Buybacks: Four Reasons

Stock Buybacks

Stock Buybacks

Stock Buybacks: Directors Identify Four Reasons Stock Buyback Programs

Stock buybacks have reached their highest level since the financial crisis, with S&P 500 companies repurchasing $166.3 billion of shares in first quarter of 2016. The Investor Responsibility Research Center Institute (IRRCi) and Tapestry Networks have scheduled a webinar for Tuesday, September 13, 2016, at 1 PM ET to review the findings and respond to questions. Register at no charge here.  Download the research here.

Stock Buybacks: What Directors Say

As large American public corporations repurchase company shares at historic rates, corporate directors cite four key reasons for buybacks: to return capital to shareholders; invest in the company’s shares; offset dilution from using equity as currency; and/or alter the company’s capital structure. The directors generally disagree with widespread criticism of corporate stock buybacks, and say that companies need to better disclose the reasons for undertaking buybacks.

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The Committee to Rescue Reed’s Nominates Five Highly Qualified Director Candidates for Election at Reed’s 2016 Annual Meeting

Risks at Reed'sBelieves That Immediate and Meaningful Change Is Required to Ensure Reed’s Is Being Run in a Manner Consistent with the Best Interests of All Shareholders

States That the 2016 Annual Meeting Represents a Critical Opportunity for Shareholders to Elect Independent, Highly Qualified Directors

Believes That Now is the Moment for Shareholders to Send a Clear Message to Chairman and CEO Chris Reed That the Value-Destroying Status Quo is Unacceptable


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Cam C. Hoang: Proxy Access

Cam C. Hoang

Cam C. Hoang

Cam C. Hoang, a Partner at Dorsey & Whitney LLP, warns that Staff denial of H&R Block Inc.’s request to exclude my proxy access proposal “discourages thoughtful, comprehensive discussions at the outset, since proponents may revisit the issues in subsequent years.” (SEC Denial of H&R Block’s Request to Exclude Proxy Access ProposalThe Harvard Law School Forum on Corporate Governance and Financial Regulation)

In the interest of “thoughtful discussions” on proxy access, I offer some additional points on  Ms. Hoang’s post that I hope will be helpful to companies and shareholders alike. I’ll try to address them in the order Hoang raised them. Yes, I’ll be repeating her name frequently below, mostly so I can easily go back and find this post in the future, since I have so many posts on the basic subject of proxy access. Continue Reading →

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Fiduciary Counsel Sought by CalPERS

Robert Klausner

Robert Klausner, Former CalPERS Fiduciary Counsel

Full-time fiduciary counsel sought by CalPERS to provide specialized fiduciary advice to the system’s board and staff.

CalPERS announce that former(?)/current(?) fiduciary counsel Robert Klausner can bid for the same contract he’s being pushed out of… where he  quoted the lowest price per hour of the finalists.

According to Pensions&Investments (CalPERS issues call for fiduciary counsel),  Continue Reading →

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Concerned Shareholders of Reeds, Inc. Formed

Concerned Shareholders of Reeds: Ready to Join?

Concerned Shareholders of Reeds: Ready to Join? (video from 2013, before current campaign)

Concerned Shareholders of Reeds: Formed

The Concerned Shareholders of Reeds, Inc., led by Edwin R. Lozano, today announced formation of a committee to rescue Reeds, Inc. The committee delivered an open letter to Reeds Founder/CEO/Chairman and the Reeds Board of Directors expressing significant concerns with the company’s poor financial performance, problematic corporate Governance practices and weak oversight. The Concerned Shareholders of Reeds believe immediate and meaningful change is required to ensure Reeds is being run in a manner consistent with the best interests of all shareholders. Although leaving open the possibility of negotiating with the Board, having been initially rebuffed, the letter indicates the Concerned Shareholders of Reeds, Inc. intends to commence a proxy contest by nominating a slate of highly qualified director candidates for the 2016 Annual Meeting. 

Concerned Shareholders of Reeds: Breadsticks Anyone?

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