The Board previously acted to elect an independent Chairman to lead the Board and we believe formalizing this structure is the right decision at this time for the Company and its investors, customers, and team members. Efforts to restore the trust of our customers and team members are well underway and will continue until we have fully addressed the issues surrounding retail banking sales practices. While the investigation of these practices and related matters by the independent directors continues in earnest, we believe this action will enhance the Board’s independence and its oversight of the Company’s management, and we appreciate the feedback that we received from our investors on this matter.
Author Archive | James McRitchie
The Department of Labor (DOL) rescinded Interpretive Bulletin 2008-2 relating to the Exercise of Shareholder Rights and replaced it with Interpretive Bulletin 2016-01 which reinstates the language of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 →
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:
- The Shareholder Action Guide by Andrew Behar
- Shareowner Action Handbook by James McRitchie, an ongoing work in progress (slow progress)
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 →
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 →
Illumina and Brocade Communications are both in my portfolio, so when I saw them pop up at the Securities Class Action Clearinghouse I decided to share the information with my readers. It has been a while since I mentioned the Clearinghouse, a great resource to learn about recent class action filings.
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 →
Global Proxy Watch (GPW) reports that Scott Zdrazil has joined the Los Angeles County Employees Retirement Association after a year’s stint with the New York City Comptroller’s corporate governance office (GPW XIX-19). The latter seeks a replacement. Continue Reading →
United 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 →
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 →
Update: Wells Fargo & Company (NYSE: WFC) today announced that its Board of Directors has amended the Company’s By-Laws to require the separation of the Chairman and CEO roles and for the Chairman and Vice Chairman of the Board to be independent directors. The Board approved the By-Law amendments, which are effective immediately, on November 29, 2016. According to Stephen Sanger, Chairman of the Board,
MSFT’s annual meeting is coming up on November 30, 2016. ProxyDemocracy.org had collected the votes of 3 fund families when I checked. Vote AGAINST pay, pay committee, stock plan. Vote FOR all other proxy items, especially my proposed amendments to proxy access to increase the ability of shareholders to group together to nominate directors. I voted with the Board’s recommendations 56% of the time. View Proxy Statement via iiWisdom. Continue Reading →
The Responsible Investor Handbook; Mobilizing Workers’ Capital for a Sustainable World by Thomas Croft and Annie Malhotra provides a ‘how-to’ manual for workers and trustees who seek to ensure our money is working us, not against us. Buy the book from Greenlead Publishing or Amazon.
As I write this review, the US SIF Foundation released their 2016 Biennial Report on Sustainable, Responsible and Impact Investing (SRI) Trends. SRI assets now account for $8.72 trillion, or one in five dollars invested under professional management in the United States, according to the report. Continue Reading →
Reed’s Inc. (REED), develops, manufactures, markets and sells fantastic natural non-alcoholic carbonated soft drinks and other confectionaries, such as Reed’s Ginger Brews; Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas; Culture Club Kombucha; China Colas; Reed’s Ginger candy and ice creams, and Sonoma Sparkler and other juice based products.
Their annual meeting is coming up on November 29, 2016. Unfortunately, the company is too small for ProxyDemocracy.org to follow, so no help there. However, I have been heavily involved with the Committee to Rescue Reed’s, so am intimately familiar with many of the issues. Vote FOR proxy access, split chair/CEO, forcing zombie directors to resign, all new board nominees and pay. Vote AGAINST Christopher J. Reed, Auditor, and Repricing options. I voted with the Board’s recommendations 55% of the time. View Proxy Statement; again, the company to small to pull up proxy via iiWisdom. Continue Reading →