Rethink Resource Extraction

Norway’s Resource Extraction

Plundered Nations? Successes and Failures in Natural Resource Extraction

Plundered Nations?: Successes and Failures in Natural Resource Extraction

The Government Pension Fund Global (Norges, the Norwegian sovereign wealth fund), is one of the world’s largest funds initially funded by resource extraction.  Learn about its history, objective and management in the video clip below. The fund is saving for the future generations in Norway; where is the American equivalent?

To achieve broad exposure to global economic growth, Norges invests widely in most markets, countries and currencies outside Norway. The largest geographic exposures are to Europe and North America, followed by developed markets in Asia and Oceania and emerging markets. At the end of 2014, the fund’s holdings related to 75 countries and 47 currencies. Continue Reading →

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Directors Forum 2016: Directors, Management & Shareholders in Dialogue

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016 is a ‘must’ in an increasingly complex and volatile environment with expanding investor and stakeholder activism, geo-political unrest and 24/7 political campaigning, boards and management facing unprecedented demands. “Directors Forum 2016: Directors, Management & Shareholders in Dialogue,” hosted by Corporate Directors Forum on January 24-26, 2016, provides a forum for three constituencies who seldom share the stage – directors, shareholders and management (and regulators) – to express their divergent and sometimes contentious perspectives on these and other issues. Get the special corpgov.net discount when you Register. Use promo code: discount16. Continue Reading →

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Analogic Corp: How I Voted – Proxy Score 80

AnalogicAnalogic Corporation ($ALOG), a technology company, designs, manufactures, and sells medical imaging, ultrasound, and security systems and subsystems to original equipment manufacturers (OEMs) and end users in the healthcare and airport security markets worldwide. Analogic is one of the stocks in my portfolio. Their annual meeting is coming up on January 21, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 80% of the time, voting only against pay and pay chair as a warning for loose pay practices. View Proxy Statement.

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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Investors to Oil: Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Influence Map to Disclose Climate Lobbying

Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies

Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →

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John Mackey & Whole Foods in Spotlight

John Mackey and Marc Gafni Talk Success on YouTube

John Mackey and Marc Gafni Talk Success on YouTube

In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past)

On December 25th, The Times story reported Gafni saying of one of his alleged victims, “She was 14 going on 35.” Continue Reading →

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Zombie Director Voted Out at Reed’s – Again

Reed'sOnce again, Reed’s (REED) zombie director Daniel S.J, Muffoetto was voted off the board by shareholders at the annual meeting. This time, it has impact. The board, or at least the controlling founder Christopher Reed, got the message.

As I have noted previously, neither Mr. Muffoetto nor Michael Fischman (who was reelected) report owning any stock in Reed’s. Neither earn enough through Reed’s to incentivize active monitoring. Assuming they put in average director hours, as reported by NACD, Mr. Fischman got paid about $3.62/hour for his board work, while Mr. Muffoletto earned about $44.78/hour. How much monitoring and advice would you provide under such circumstances?   Continue Reading →

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Folio Investing: Daydreaming in 2016

FolioIt’s been two months since the SRI Conference in Colorado Springs but I’m still digesting content, like the potential of Folio Investing, and following up with other attendees.  continues in San FranciscoPortlandChicago, New York CityBoston and then Denver. Get to at least one of these conferences this year so you too can get inspired.  The people and idea are about as progressive as I have found in the investing community. Continue Reading →

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Reeds Delivered a Corrected Proxy for Christmas

Reeds Delivered a Corrected Proxy for Christmas

Reeds Delivered a Corrected Proxy for Christmas

There it was under my tree, Reeds delivered a corrected proxy for Christmas!

Santa has finally been good to Reeds (REED) shareholders.

I’m tacking notification of the corrected proxy as a sign that Founder/CEO, Christopher Reed might be at the start of a new attitude toward  SEC rules and corporate gReed's Mugovernance, I changed my vote. I voted for Mr. Reed, the auditors, my own proposal to require a majority vote to elect directors and against the rest of the board and the “incentive” stock option plan. The incentive plan lack specificity.

Of course, my proxy didn’t magically appear under my Christmas tree. Reeds Inc. had to pay to have the link to their revised proxy sent out by Broadridge to brokers and banks all over the country. After being reminded several times, Reeds finally did the right thing. Unfortunately, their reluctance and delay necessitated postponing their annual meeting for more than a week but, despite the additional cost to company and shareholders (including me), it is good to see our company now following the law. Continue Reading →

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Apple Adopts Proxy Access Lite

Apple Adopts Proxy AccessAs reported by the Wall Street Journal (Apple Offers Proxy Accessand the Financial Times (Campaigners hail Apple shareholder move), Apple adopts proxy access. Yes, that’s progress, but we shouldn’t be gushing in praise over proxy access lite.

See Apple bylaws, pages 18-26, 5.15 Proxy Access for Director Nominations. Compare with the Council of Institutional Investors’ (CII) Best Practices.

Scott Stringer, New York City comptroller, called the Apple decision a

tipping point… Corporate resistance to proxy access is crumbling as more and more boards are coming to the table and working with investors to provide greater accountability that will drive long-term value.

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CalPERS Discloses Proxy Votes in Advance of Meetings

CalPERS Discloses Proxy VotesCalPERSInvestors and the public interested in how the California Public Employees’ Retirement System (CalPERS) casts its proxy votes on key decisions in corporate America can now find that information on the CalPERS website.

CalPERS Discloses Proxy Votes

CalPERS has expanded its online disclosure of proxy voting decisions to include those for all publicly held companies in its portfolio. Prior to this expansion, CalPERS provided proxy voting information for the 300 largest public company holdings in its portfolio. Continue Reading →

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Independent Research in Responsible Investment

Independent Research in Responsible InvestmentWeConvene Extel and SRI‐CONNECT announced the results of the Independent Research in Responsible Investment Survey 2015; “the most authoritative global survey evaluating how asset managers rate the services of independent providers of sustainable and responsible investment (SRI) & corporate governance (CG) research.”

Award winner from the major categories were: Continue Reading →

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Reed’s – REED: Reject the Board

REED Supplement 2015mtgReed Tshirt12nd update, 12/20/2015: Unpack your bags, cancel your flight and hotel. Reeds Inc. (REED) has postponed tomorrow’s annual meeting to 12/30/2015. Although the move may be costly to shareowners and our company, it may pay dividends in the long-run if REED finally starts paying more attention to shareowners, corporate governance and their legal obligations. REED made a material error in their proxy materials and ballot. Although they filed a revised proxy, they didn’t pay to send a new ballot or link to shareowners. The supplement they issued on Friday includes a new ballot but so far that has not gone out to most shareowners.  I am hoping they will do so this week through Broadridge’s proxyvote.com platform. Continue Reading →

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Reeds Renominates Zombie Director Muffoletto

Daniel Muffoletto

Daniel Muffoletto, Zombie Director

A majority of shares voted to turn them out of office, off the island, you’re fired… but unaccountable boards frequently reappoint a zombie director. Reeds Inc. (REED) flaunts the will of shareholders in renominating Daniel S.J. Muffoletto.  According to the Council of Institutional Investors:

The vast majority of zombies are legally elected due to an outmoded plurality vote requirement that guarantees a candidate’s victory upon receiving a single favorable vote. CII encourages all companies to embrace a majority standard, and the number of companies doing so continues to increase every year. (Zombie Directors Still Haunt Boardrooms Despite New Era of Engagement, 10/29/2015)

The only viable solution to the zombie director phenomenon is to require public companies to adopt a majority voting regime that imposes reasonable limits on the ability of boards to reject the resignation of losing directors. (July 8, 2014, letter to SEC’s Keith F. Higgins)

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Marrone Bio Innovations (MBII): How I Voted – Proxy Score 33

Marrone Bio InnovationsMarrone Bio Innovations, Inc. $MBII provides bio-based pest management and plant health products for the agriculture, turf, and ornamental and water treatment markets in the United States and internationally. Marrone Bio is one of the stocks in my portfolio. Their annual meeting is on December 17, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked.  I voted with the Board’s recommendations 33% of the time. View Proxy Statement.

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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