Tag Archives | board

Runaway Management: SVDX/Rock Center Event

RunawayIt was another great jointly sponsored event at Stanford Law on April 16, 2015 – this one on runaway management teams.

As noted in the promo for the event:

Board membership is difficult enough these days, even when the relationship between board and management functions well. But when faced with runaway management teams, the situation can quickly devolve, increasing business and legal risks for the company and its board members. What key principles should guide directors and their advisors when a management team ignores the board’s advice or refuses to keep the board fully informed on important business developments and strategic issues? What practical steps should board members consider when facing management teams who will not heed strategic advice? That elevate their own interests above those of the company? Or that engage in questionable and self-serving practices? Should a board member take control of the situation? Call a litigator? Fire the CEO? Resign?

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Norges Bank Issues ‘Position Paper’ Supporting Proxy Access

Norges BankNorges Bank, a long-time proponent and supporter of proxy access, issued Proxy Access at US Companies. Since it is very brief, I reproduce the text below. As reported by FT, Norway’s oil fund joins push for proxy access in US and others, Norges will also start publicizing its voting intentions before annual meetings. I hope others will follow their excellent example.

Proxy Access at US Companies: Position Paper

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The Walt Disney Company (DIS): Proxy Score 79

DisneyThe Walt Disney Company $DIS, which operates as a worldwide entertainment company, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/12/2014. ProxyDemocracy.org had the votes of four funds when I checked and voted on 3/8/2015.  I voted with management 79% of the time and assigned them a proxy score of 79.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Walt Disney 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Video Friday: Triple Feature on Shareholder Engagement

the engagement pyramidEngagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an assumed end-goal that rules out other human values. Continue Reading →

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Last Day for Early Registration: Directors Forum 2015, San Diego

Directors ForumSign up today for the 10th anniversary, Directors Forum: Directors, Management & Shareholders in Dialogue, which brings together a unique blend of institutional investors, directors, management, regulators, consultants and contractors in an intimate setting designed for genuine access and interaction between speakers and attendees. January 25 – 27, 2015 in beautiful San Diego.

I attend several events each year that attempt to bring members of the corporate governance industrial complex together. This is definitely one of the best. I hope to see you there to discuss some of the most important issues in corporate governance.
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Hain Celestial Group: Proxy Vote Score 14

Hain CelestialThe Hain Celestial Group, Inc. (NASD:HAIN), which manufactures, markets, distributes, and sells organic and natural products, is one of the stocks in my portfolio. Their annual meeting is coming up on 11/20/2014. ProxyDemocracy.org had collected the votes of two funds when I checked on 11/18/2014. Sorry for the late post. Today is the last day to vote online. I voted with management 14% of the time and assigned them a proxy score of 14.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the HAIN 2014 proxy in order to enhance corporate governance and long-term value.

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Symantec Corporation SYMC: Proxy Score 55

SymantecSymantec Corporation (NASD:SYMC), which provides security, backup, and availability solutions worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 10/28/2014. ProxyDemocracy.org had collected the votes of three funds when I checked on 10/22/2014.  I voted with management 55% of the time and assigned them a proxy score of 55.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Symantec 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Outsourcing the Board Isn’t Warranted or Remedial

outsourcing the board

Outsourcing the Board?

Based on a proposal discussed in a recent issue of the Stanford Law Review, this recent Economist article promotes outsourcing corporate boards as a solution to corporate governance failures of the type we have experienced historically. As proposed, outsourcing would consist of replacing individual directors with a new category of professional firms – identified as BSPs or Board Service Providers – that companies would retain to supply them with a “full complement of board members.” The article claims that, despite some reforms over the past decade, boards are (still) fundamentally flawed. Specifically, here is how the article characterizes boards: Continue Reading →

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Video Friday: Lucy Marcus on Robot Directors

Lucy P. Marcus

Lucy P. Marcus

A Hong-Kong based venture capital fund has appointed artificial intelligence to its board of directors. Robot directors? Friday’s video is a fun response to this publicity stunt from governance expert Lucy Marcus.

Aging Analytics has announced in a press release that the new algorithm they have licensed to a Hong Kong venture capital firm has been appointed to that firm’s board of directors. Continue Reading →

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CalPERS Announces Board Candidates

CalPERSbldgThe California Public Employees’ Retirement System (CalPERS) is conducting two elections this fall for the State and public agency representative seats on the CalPERS Board of Administration. Current terms for both positions end in January 2015. The election for the school board member representative seat will not be conducted because the incumbent, Rob Feckner, was unopposed. George Diehr, Ph.D., the incumbent in the State member position announced he would not seek reelection.

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