Events James McRitchie will attend

James McRitchie

The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members  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:

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Retailers Break New Store Addiction: Video Friday

Retailers Whole FoodsWharton’s Marshall Fisher discusses how retailers can break their ‘addiction’ to top-line growth and adding new stores. Eventually, they run out of new territory and must refocus on building margins by improving same store sales. Fisher describes how 17 retailers did it and the common themes they used.

There are lessons here for companies like Whole Foods Market Inc., although for Sears it may be too late. Retailers like Whole Foods may not have run out of new territory but they certainly have run into competition. Refocus on same store sales to increase margins will not only help at existing stores, but also at stores coming on-line. Continue Reading →

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Citi (C): Proxy Vote Score 48

Citigroup Inc. (Citi, NYSE: C), a diversified financial services holding company, provides various financial products and services for consumers, corporations, governments, and institutions worldwide. Citi logoCiti is one of the stocks in my portfolio. had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017.

I voted AGAINST pay and committee members, FOR all shareholder proposals. I voted with the Board’s recommendations 48% of the time. View Proxy Statement. Continue Reading →

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International Business Machines Corporation Proxy

International Business Machines Corporation (NYSE: IBM) provides information technology (IT) products and services worldwide.  IBM is one of the stocks in my portfolio. had collected the votes of two fund families when I checked and voted. Their annual meeting is coming up on April 25, 2017. I voted FOR Proxy Access, Special Meeting amendments and report on lobbying. See how and why I voted these and other items below. I voted with the Board’s recommendations 42% of the time. View Proxy Statement (index on page 4). Continue Reading →

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BuyThisPlatform: Twitter Explores Co-op Capitalism

Twitter has been an important tool to promote democracy – think #ArabSpring#BackLivesMatter, BuyThisPlatform#OccupyWallStreet#WomenOnBoards, etc. Now, through #BuyTwitter[email protected]BuyThisPlatform, Twitter is being called on to explore its own form of corporate governance – how the company itself can be more democratic and inclusive. The results could have implications for the future of capitalism.

Take Action: On May 22 shareholders (owning as of March 30) will decide if Twitter should study and report on the feasibility of “selling the platform to its users via a cooperative or similar structure with broad-based ownership and accountability mechanisms.” Voting by proxy on the proposal has already begun. As one of the authors, I hope you will consider voting “For” our Proposal #4. Continue Reading →

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AFL-CIO Key Votes 2017 Announced

The preliminary list of AFL-CIO Key Votes 2017  is now available for download. The list can be downloaded as an Adobe Acrobat PDF file by clicking on the following link: AFL-CIO Key Votes – 2017 Proxy Season and is reproduced below for readers.

The AFL-CIO Key Votes 2017 is designed to help pension fund trustees fulfill their fiduciary duty to monitor the proxy voting performance of investment managers. Good corporate governance matters to shareholders, and proxy voting is the most direct means for shareholders to exercise oversight in relation to the corporations they own. Continue Reading →

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CorpGov Research Assistant Opening in India

CorpGov Research AssistantResearch Assistant Vacancy for a Project on Corporate Governance  Applications for the post of research assistants are invited from the students who are passionate about contemporary issues in corporate governance. Work is remunerated with provision for performance based bonus and other referral opportunities at the end of the tenure. Assignment will begin from 17th April & will end on 17th June. Continue Reading →

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Virtual-Only Meetings: The Nuclear Option

Virtual-Only Meetings Growth

Virtual-Only and Hybrid Meetings Data Reported by Broadridge in the FT

Virtual-Only Meetings are quickly being adopted by entrenched boards who fear both adverse publicity and any attempt by shareholders, especially retail shareholders, to hold them accountable. Broadridge Financial Solutions ($BR) has a direct financial incentive to push companies toward virtual-only meetings. Although many funds and organizations oppose such meetings, no one in the opposition has a such a direct financial incentive to oppose them. 

Take Action: Vote against any all all directors serving on governance or similar committees at companies that hold virtual-only meetings.  Continue Reading →

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CalPERS & CalSTRS Diversity Forum 2017

Diversity Forum 2017Registration is Now Open. Join CalPERS & CalSTRS at this year’s Diversity Forum 2017, an all-day event on May 10, 2017 in Sacramento.

About the CalPERS & CalSTRS Diversity Forum 2017

The goal of Diversity Forum 2017 is to bring together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. Continue Reading →

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Scale: Corporate Governance Perspective

Scale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and CompaniesScale: The Universal Laws of Growth, Innovation, Sustainability, and the Pace of Life in Organisms, Cities, Economies, and Companies is about big data and takes a big time commitment to read. Scale is neither poetry or a novel. It is primarily information and speculation. 450 pages could have been distilled to 45. That said, this slog of a read should get anyone thinking with fresh insights. Below are my reflections on small portions of this tome by Geoffrey West, a senior fellow at Los Alamos National Laboratory and a distinguished professor at the Santa Fe Institute.

Highly complex systems have their origin in very simple rules governing the interaction between their individual constituents.

Yes, Darwin still applies in the modern world.

In biology, network dynamics constrains the pace of life to decrease systematically with increasing size following the ¼ power scaling laws. In contrast, the dynamics of social networks underlying wealth creation and innovation leads to the opposite behavior, namely, the systematically increasing pace of life as city size increases: diseases spread faster, businesses are born and die more often, commerce is transacted more rapidly, and people even walk faster, all following the approximate 15 percent rule.

How will the Internet impact these generalizations? Perhaps the pace of globally connected small towns like Boulder or Davis outpace more the more isolated Pyongyang? Being interconnected may be more important than size. As he repeatedly points out in Scale, correlation is not causation. Continue Reading →

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Human Right to Water Affirmed

Human Right to Water

Human Right to Water

After engagement with shareholders, two California-based water utilities, California Water Service Group (NYSE: CWT) and American States Water (NYSE: AWR), have adopted policies confirming a commitment to support the human right to water. Sparked by shareholder proposals filed last fall by Boston-based socially responsible investment firm NorthStar Asset Management, Inc., these two human right to water policies are the first at California water utilities.

Explained Julie Goodridge, CEO of NorthStar Asset Management:

NorthStar pioneered industry adoption of human right to water principles in 2007 when we filed the first shareholder proposal on the human right to water at a Connecticut-based water utility. In the ensuing decade, successful implementation at multiple companies other than water utilities has resulted in meaningful and tangible changes in company actions. Adding two more water utilities to our list of companies committed to the human right to water is a necessary step toward industry-wide recognition of the human right to water.

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LGBT Proposal Denied at CATO

LGBT Proposal Denied at CATO

LGBT Proposal Denied at CATO

A proposal seeking protections for LGBT employees at The CATO Corporation (CATO), a women’s clothing retailer headquartered in Charlotte, North Carolina, will not appear on the corporate proxy thanks to what I believe are misleading statements from the company and acquiescence from SEC staff. Sometimes a no-action win can end up as a loss for everyone. That is likely to be the case at CATO.

The resolved statement of the proposal read as follows:

The Shareholders request that Cato Corp amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and gender identity or expression and report on its programs to substantially implement this policy.

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Clean Power Roll Back Generates March for Science

Clean Power Plan InfographicTrump’s clean power roll back could lead to millions of deaths around the world if the US abrogates its leadership and all such efforts to address climate change. Investors, businesses and scientists express their dismay. The executive order drew a rebuke from the European Union. “Now, it remains to be seen by which other means the United States intends to meet its commitments under the Paris Agreement,” said Miguel Arias Canete, climate action and energy chief at the European Commission, the EU’s executive arm. (Donald Trump Signs Order Rolling Back Obama’s Climate-Change Rules)

Investors for Clean Power

Lisa Woll, CEO of US SIF: The Forum for Sustainable and Responsible Investment released the following statement today in response to the Trump Administration’s executive order to roll back the Clean Power Plan:

On behalf of our 300 plus members, US SIF believes the Administration should be working aggressively to reduce carbon in the atmosphere and that this executive order accomplishes the opposite.

Already, the United States is paying a high economic price from the ravages of severe drought, wildfires and storms associated with increased atmospheric levels of carbon.  This is not the time to retreat from the call to protect current and succeeding generations from the catastrophic implications of further, unrestrained climate change. Continue Reading →

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Board Seats for Franchisees: Democratic Paradigm

Franchisees DemocracyMcDonald’s shareholders will vote on a proposal to give franchisees a seat on its corporate board of directors at their annual meeting in May. See ‘McD’s must let investors vote on proposal to give franchisees a board seat.’ (Crain’s) Could similar, more inclusive, proposals use preferred shares to create new forms of stakeholder democracy? A report at Twitter could assess viable options. (#WeAreTwitter Record Date Approaches

Under the proposal, McDonald’s would have to issue franchisees a special class of stock with the right to elect one director, but carrying no economic interest in the company. Each franchisee would get one share of stock with one vote for each restaurant the franchisee owns.

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Global Sustainable Investment Up 25%

Global Sustainable Investment ReviewThe Global Sustainable Investment Alliance (GSIA) released its biennial Global Sustainable Investment Review 2016, showing that global sustainable investment assets reached $22.89 trillion at the start of 2016, a 25% increase from 2014.

Sustainable investment encompasses the following activities and strategies:

  1. Negative/exclusionary screening,
  2. Positive/best-in-class screening,
  3. Norms-based screening,
  4. Integration of ESG factors,
  5. Sustainability themed investing,
  6. Impact/community investing, and
  7. Corporate engagement and shareholder action.

Yet, many in the mainstream press continue to disparage sustainable investing. This morning, Justin Baer of the Wall Street Journal reported that “interest in so-called environmental, social and governance investing is surging.” (State Street Offers New Tool to Gauge Environmental, Other Social Risks) There is nothing “so-called” about the movement to ESG investing. It is real.

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#WeAreTwitter Record Date Approaches

#WeAreTwitter Record Date

#WeAreTwitter Record Date March 30?

#WeAreTwitter Record Date Approximately March 30, 2017

Thousands have been part of a #WeAreTwitter, #BuyTwitter, #platformcoop campaign to ensure Twitter remains and advances as “the people’s news network.” At the annual meeting in May, Twitter shareholders will get to vote on a proposal to study different corporate governance structures to give greater voice to Twitter users though a cooperative or other user empowering mechanisms. If you do not own shares by the record date, you cannot attend the meeting. If you do not own shares by the record date, you cannot vote in favor of the #WeAreTwitter resolution. The #WeAreTwitter record date is important. More information at The Internet of Ownership. Continue Reading →

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