Events James McRitchie will attend

James McRitchie

The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member  I contributed Chapter 21, The Individual’s Role in Driving Corporate Governance. My current focus is filing shareholder proposals at companies with proxy access lite bylaws that don’t meet CII best practices. Don’t miss:

  • 4/20 Short-Termism, Dual-Class Shares, and Tenure Voting SVDX/Rock Center event at Stanford Law.
  • 5/10 Join CalPERS & CalSTRS at this year’s Diversity Forum,  an all-day event in Sacramento. Do not wait for 2055 to obtain gender parity. We will discuss strategies aplenty. 

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Stockholder Engagement: Cooperation, Confrontation or Tacit Standoff?

Companies, and in particular boards, can no longer rely on ad hoc interaction with proxy advisory firms to “check the box” on stockholder engagement on governance issues. This SVDX/Rock Center panel addressed the evolving landscape of stockholder communications in light of increased profiles of institutional governance departments. What are best practices for board and company engagement with stockholders? How can the company proactively think about topics of particular attention, such as proxy access, board diversity and tenure, exclusive forum bylaws, director nominations/elections and executive compensation?

Stockholder engagement

Stockholder Engagement: Paul DeNicola, John Kispert, Kim Le, Aeisha Mastagni, Ed Batts

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Trump & Directors Forum 2017

TrumpDirectors Forum 2017 met in San Diego just 2 days into the Trump Administration. It was anyone’s guess what would happen to Dodd Frank, regulations, tax code, healthcare, etc. We heard from political affairs experts. Closing in on three months later, you be the judge. They had good insights but there is much to come. This is Part 6 and the last of my coverage of @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I hope to see you at the next Forum in 2018. Continue Reading →

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Starbucks (SBUX): Vote Proxy Access

Starbucks Corporation (NASD: SBUX), together with its subsidiaries, operates as a roaster, marketer, and retailer of specialty coffee worldwide. SBUX is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votImage result for starbuckses of four fund families when I checked and voted. Their annual meeting is coming up on March 22, 2017

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement via iiWisdom.

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Climate Risk – Walden Moves BlackRock

Walden Moves BlackRock, Thanks to Timothy Smith

Walden Moves BlackRock, Thanks to Timothy Smith

Walden Moves BlackRock: Background

A number of investors, led by Walden moves BlackRock on climate Risk. Walden Asset Management and the Center for Community Change, along with the City of Seattle Employees’ Retirement System and First Affirmative Financial Network, filed a shareholder resolution requesting a review of BlackRock’s proxy voting process and record on climate change.

Following extensive engagement and constructive dialogue between BlackRock, Walden and a number of investors, the shareholder resolution was withdrawn. As a result of the dialogue, BlackRock has updated its website to provide fresh insights into the ways it believes climate change creates risks and opportunities for companies. BlackRock also noted that climate risk will be a priority for their engagement with companies and boards throughout 2017 and 2018. Continue Reading →

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Are We Paying CEOs Too Much?

Are we paying CEOs too much? Is the Pope Catholic? (That’s my own bad joke, not from the panelists.)

Executive compensation is front and center on the minds of shareholders, regulators—and politicians. What IS pay? What IS performance? What are the right time frames for measuring performance? And what to do about the perception that pay is not tied to performance?

I was less interested in our “perception” that pay is not tied to performance and more interested in the reality, where such discrepancies exist.

Are We Paying CEOs Too Much?

Are We Paying CEOs Too Much?

Are We Paying CEOs Too Much? is Part 5 of my coverage of the Corporate Directors Forum 2017 in San Diego @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2Part 3 and Part 4. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting.Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show Continue Reading →

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International Women’s Day

SSGA: Tired of the Bull During International Women's Day

SSGA: Tired of the Bull? Celebrate International Women’s Day

International Women’s Day and Corporate Governance.

Progress on gender diversity in boardrooms and executive suites is slow in North America and many other parts of the world. Ahead of today’s International Women’s Day (March 8) SHARE and SSGA have taken dramatic action. The Women Corporate Directors Foundation can also take credit on this International Women’s Day.Where are the others? Post a comment to let us know.

International Women’s Day: SHARE

In recognition of International Women’s Day, the Shareholder Association for Research & Education (SHARE) announced efforts to tackle gender diversity and gender-related pay gaps across corporate Canada.  Continue Reading →

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Report from CII Winter Meeting: ESG

CIIEven in Washington, the numbers are impressive. The Council of Institutional Investors, who met in Washington DC this week, represents 23 trillion (with a t) dollars, mostly made up of retirement and other savings of working families. Compare that to the entire budget of the US government, less than two trillion a year. Like most industry group meetings in Washington, this one had presentations on what to expect from Congress and the regulatory agencies and how millennials will change the way the members do business, plus snack breaks and wireless sponsored by firms trying to sell products and services to the attendees. But the a two and a half day session featured repeated agenda topics on climate change and what are called ESG issues, suggesting that pension funds may step in where governments have failed. Continue Reading →

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Walt Disney Company: Proxy Score 25

Walt Disney Company

Walt Disney Company: before you vote your proxy

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.

The Walt Disney Company is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on March 8, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Evolving Shareholder Engagement

Evolving Ways of Shareholder Engagement is Part 4 of my coverage of the Corporate Directors Forum 2017 in San Diego @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2 and Part 3. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting. Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show.

Panel: Evolving Ways of Shareholder Engagement

Panel: Evolving Ways of Shareholder Engagement

“Evolving Ways of Shareholder Engagement (because they can’t take most of your calls…)”
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Qualcomm (QCOM) Proxy Access: Proxy Score 57

QCOMQUALCOMM (NASD:QCOM) Incorporated develops, designs, manufactures, and markets digital communications products and services in China, South Korea, Taiwan, the United States, and internationally.

QCOM is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on March 7th, 2017.  

I voted AGAINST pay, comp committee members, auditor. FOR Proxy Access Amendments. See why below. I voted with the Board’s recommendations 57% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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eSignatureGuarantee Facilitates Securities Transfer

eSignatureGuaranteeFor shareholders and investors, transferring securities just got a whole lot easier with the introduction of eSignatureGuarantee.com (link).

In order to transfer securities – whether it’s stock, a 401K, an estate trust, whatever it may be – the transfer agent industry requires what is called a medallion signature guarantee, which essentially proves your identity and helps protect shareholders from fraud. To obtain a signature medallion one must physically go into their financial institution or bank of choice to get one. Not only is this time consuming and outdated, but many financial institutions, such as the Bank of America and many community banks, have stopped offering this service, literally leaving shareholders with nowhere to turn. Continue Reading →

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Moneyball Corporate Governance

Moneyball Corporate Governance: making the best use of what limited capital is available – just like what the Oakland A’s had to do with their limited payroll.

David R. Koenig, Founding Principal, The Governance Fund & Author of Moneyball Corporate Governance

David R. Koenig, Founding Principal, The Governance Fund, Author of Governance Reimagined: Organizational Design, Risk, and Value Creation

In the mid-1980s, New York Mets manager Davey Johnson was among the first in professional baseball to realize the advantage that could be gained by using computers and statistics to help select the team members for any given game, the order in which he played them, and even which specific pinch-hitter to use in a given situation. Under his leadership, the New York Mets won the 1986 World Series, Major League Baseball’s championship series.

The more widely known Moneyball story, made famous by Michael Lewis’ book and a movie starring Brad Pitt, takes place nearly 15 years later. It tells a similar story – of using analytics and probability-based decision-making to successfully discover hidden value in both players and collections of players. In that story, the focus of the analytics is on maximizing player and team performance relative to the constraints of the Oakland Athletics’ very limited payroll. Continue Reading →

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Apple (AAPL) Proxy Access: Proxy Score 44

AAPL logoApple Inc. (NASD:AAPL) designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, and education, enterprise, and government customers worldwide.

AAPL is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. Their annual meeting is coming up on February 28th, 2017.  

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 44% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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Egan-Jones Updates Voting Guidelines

Egan-JonesI have been using Egan-Jones Proxy Services (“EJPS”) for several months to help me decide how to vote my proxies and have come to value their advice. For example, I like their policy of withholding votes from the entire compensation committee when voting against say on pay.

Recently Egan-Jones announced the implementation of changes to their proxy voting guidelines for the 2017 Proxy Season. I like the direction they are going. Continue Reading →

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Proxy Statements Increase Disclosures

Proxy Statements Disclosing Engagement

Nearly half of S&P 100 companies included information in their proxy statements that showed how they responded to shareholder concerns and made changes to policies, according to a new report from Equilar, Innovations in Proxy Design, featuring commentary from Donnelley Financial Solutions and Pay Governance.

In 2012, just 14.3% of the S&P 100 included disclosures in their proxy statements on how they modified their practices after engaging shareholders, a figure that increased to 42.0% in 2016.

Disclosing Modifications

Disclosing Modifications in Proxy Statements

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