Author Archive | James McRitchie

Trump: Draining the Swamp

Kevin Siers cartoon on Trump Draining the Swamp

Kevin Siers cartoon on Trump Draining the Swamp

CPA Statement on President Trump’s Silence on “Draining The Swamp” in Money and Politics

Bruce Freed, president of CPA, issued the following statement about President Trump’s failure to address campaign finance reform and corporate political disclosure and accountability in his Inaugural Speech:

President Donald Trump made ‘draining the swamp’ a centerpiece of his presidential campaign. However, the swamp will only deepen with his failure to even mention one of today’s critical issues – campaign finance reform – in his Inaugural address. This is a tremendous missed opportunity. As a steadily growing number of America’s leading companies are adopting transparency and accountability for their political spending, the President could have endorsed their effort and given it a big boost. Instead, his silence only heightens the risks that political spending poses to companies. So sad.

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The Shareholder Action Guide

The Shareholder Action GuideThis could be the most important book you will read in 2017, For more than twenty years, I have been posting to corpgov.net, thinking I should write a book. The closest I got was The Individual’s Role in Driving Corporate Governance, a chapter in The Handbook of Board Governance. Now it is too late. Andrew Behar has stolen my thunder with The Shareholder Action Guide: Unleash Your Hidden Powers to Hold Corporations Accountable. Behar tells better stories and takes a more practical approach than I probably would have. He even has one of my favorite cartoons right before the Contents page.

yes-the-planed-got-destroyed

My task now is to help him get more readers, so they can join in our good work.  Buy the book at Amazon.com.

Want to make misbehaving corporations mend their ways? You can! Behar tells you how in this guide for good corporate citizenship. I teach an occasional seminar at a local university, hoping to inspire mostly retirees to use their investments as a tool to make corporations accountable. Behar covers much the same ground I do but in great detail, beginning with a few examples of bad corporate behavior and a brief explanation of corporate power.
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Trump’s LL Bean Political Contributions

LL Bean LogoDo not make the same mistake as LL Bean. The last thing I want is to turn CorpGov.net into another social media outlet on Donald Trump. However, the advice offered today by Bruce Freed, president of the Center for Political Accountability (CPA), is something public company boards should be discussing as they try to stay on the good side of President-elect Donald Trump, without being ethically challenged.

While, the advice flowed out of the controversy over President-elect Donald Trump’s endorsement of LL Bean following a contribution to a political action committee supporting Mr. Trump from a Bean family member, it closely tracks advice CPA has been giving for years.  Continue Reading →

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US SIF Comments on DOL Guidance Update

DOLThe Department of Labor (DOL) rescinded Interpretive Bulletin 2008-2 relating to the Exercise of Shareholder Rights and replaced it with Interpretive Bulletin 2016-01 which reinstates the language of Interpretive Bulletin 94-2 with some modifications. US SIF supports this change as IB 2008-2 was not only inconsistent with prior guidance, but may have discouraged ERISA plan fiduciaries from exercising their shareholder rights.

The guidance appropriately notes the positive role fiduciaries play through the exercise of shareholder rights. Additionally, this guidance also reinforces the language of IB 2015-1 on economically targeted investments which clarified that environmental, social and governance (ESG) impacts can be intrinsic to the market value of an investment. Continue Reading →

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Nell Minow: Advice for Shareholders

Nell Minow

Nell Minow

What better way to bring in the new year than to get advice from Nell Minow, the Queen of Good Corporate Governance, especially with the Trump Administration about to begin? In the talk below, Minow addresses an audience sponsored by the Center for Study of Responsive Law, which held its second four-day conference on securing long-overdue democratic solutions in Washington, D.C. from September 26-28, 2016.

In her brief talk, Nell Minow offers several simple strategies for retail shareholders on how we can impact corporate boards. Ready to roll up your sleeves but need some help? I highly recommend two practical guides:

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Vanguard: Review Climate Change Voting

Vanguard Asked to Report on Climate Change VotingWalden seeks co-filers for resolutions asking Vanguard to review and report on its proxy voting policies and practices related to climate change.

It is rare when investors file a resolution with a mutual fund since most funds don’t hold regular annual meetings. Nonetheless the act of filing puts the fund on notice that participants are concerned about their voting record on issues like climate change. Tim Smith shared this new resolution with Vanguard, which as many know signed onto the UN’s PRI.

It is significant that investors are questioning their proxy voting record on issues like climate change. Continue Reading →

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NRDC Seeks E2 Organizing Director

NRDCNRDC Overview of E2 Position

The Natural Resources Defense Council (NRDC) is the nation’s most effective environmental action group, combining the grassroots power of 1.4 million members and online activists with the courtroom clout and expertise of nearly 500 lawyers, scientists and other professionals to fight for the planet and its people in the halls of Congress, communities across the country, and nations around the globe.  NRDC was founded in 1970 and our staff helped write some of America’s bedrock environmental laws, including the Clean Water Act, and many of the implementing regulations; our water enforcement cases played a major role shaping current water policy throughout the country. Today, our staff – a force for nature – work out of offices in New York, Washington, Chicago, Los Angeles, San Francisco, Bozeman, Montana and Beijing. Continue Reading →

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First Proxy Access Failed: What Needs Fixed?

First Proxy Access -Cartoon from Pensions & Investments

First Proxy Access – Cartoon from Pensions & Investments

As most readers probably know, the first proxy access campaign was terminated by GAMCO Asset Management Inc. (affiliated with activist investor Mario Gabelli) after their eligibility under National Fuel Gas Company (“NFG”) bylaws was challenged. Since I petitioned for an SEC rulemaking to allow proxy access in 2002 and have been an active filer on the topic, several in the press asked if this is the end. Not by any measure.

GAMCO has indeed had a history of clearly trying to “influence” NFG. I haven’t researched enough to make an independent judgment as to whether or not such prior activities rise to the level of an “intent to change or influence control of the Corporation.” (my emphasis). However, NFG certainly had grounds to seek dismissal. Continue Reading →

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Short-Termism Explored in Research

Short-TermismTwo research papers that have the potential to reshape investor thinking on the detrimental impacts of short-termism by investors have won the Investor Responsibility Research Center Institute (IRRCi) annual investor research competition. The winners were presented at the Columbia Law School’s 2016 Millstein Governance Forum, Governance, Leadership and the Future of the Corporation, in New York City. In addition, each winning research team was presented with a $10,000 award.

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United Natural Foods Inc: Proxy Score 55

United Natural Foods IncUnited Natural Foods Inc (UNFI) is a distributor and retailer of natural, organic and specialty products. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. The Company offers 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.

Their annual meeting is coming up on December 15, 2016. Can’t make it to Providence, RI? Attend virtually, using the dedicated 16-digit access proxy control number included in your proxy materials.  ProxyDemocracy.org had collected the votes of 1 fund families when I checked. I voted FOR proxy access; AGAINST pay and compensation committee. I voted with the Board’s recommendations 55% of the time. View Proxy Statement. Continue Reading →

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Kamonjoh Leads 50/50 Climate Project

Edward Kamonjoh

Edward Kamonjoh

The 50/50 Climate Project, a not-for-profit resource and action center for institutional investors focused on increasing the climate competency of boards of directors of large publicly traded corporations, is pleased to announce the appointment of Edward Kamonjoh as its inaugural Executive Director.

Kamonjoh joins the 50/50 Climate Project from Institutional Shareholder Services (ISS) where he served most recently as head of U.S. Strategic Research and Analysis. He previously led ISS’ ESG Research team and was a member of ISS’ Global Policy Board. Kamonjoh brings more than 14 years of experience working with some of the world’s largest institutional investors on corporate governance and ESG topics. Continue Reading →

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