Tag Archives | CalPERS

July 2010, 2005, 2000 in Corporate Governance History

Mr. Peabodys WayBackMachineI don’t think we’ve gone back in time all year… too busy with proxy season. Join us as Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Yes, many links are broken. The world and the internet move on… still, it is worth a few minutes to reflect on where we’ve been.

Five years ago in Corporate Governance

What Would Proxy Access Look Like if Done Right?

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Proxy Access Lite: Victories at Whole Foods, H&R Block

Proxy Access Road Building (photo by Erik Johansson)

Proxy Access Road Building (photo by Erik Johansson)

In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →

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Bay Area Workers/Unions Unwittingly Finance Fracking Boom

anti-fracking-marchBay Area workers and unions are increasingly joining the climate justice movement, but their pension funds have been quietly investing in the oil and natural gas boom.

Deep in the heart of Texas, the oil industry is still going strong. Take Navitas Midstream, a private corporation that specializes in transporting fossil fuels. Navitas is currently laying a pipeline that, when completed later this year, will funnel natural gas fracked from the Eagle Ford Shale into a processing plant that’s also under construction. Called the “La Bahia System,” the pipeline and plant will handle 120 million cubic feet of natural gas per day. La Bahia is part of a labyrinth of fossil fuel infrastructure that’s growing and will generate billions in profits for its owners — even with the current slump in oil prices. But it also is fueling the fracking boom and climate change. Continue Reading →

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Replay the Glass Lewis Conference Call on Proxy Access

Glass LewisOn Thursday March 5th proxy advisor Glass Lewis held a conference call to discuss proxy access, i.e. the right for shareholders to place their director nominees on company proxies, instead of having to pay for a separate proxy and solicitation.

The New York City Comptroller, Scott Stringer has taken the lead on proxy access this year with his Boardroom Accountability Project and the introduction of 75 proxy access proposals. Continue Reading →

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Apple: The Case for Proxy Access

apple

Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. If not, we’ll be back at that meeting with our own proxy access proposal.

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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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How RIAs Can Take the Lead on Corporate Governance

Louis Brandeis

Louis Brandeis

In his 1914 collection of essays called Other People’s Money and How the Bankers Use It, Louis Brandeis argued that powerful men such as J.P. Morgan leveraged unbalanced control of the public’s assets to their own benefit. One hundred years later, not much has changed. If Brandeis were alive today, you can be sure that he would be advocating for new systems of financial accountability for those on top of the financial hierarchy. Continue Reading →

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Video Friday: Rise of Controlled Corporations

Rock Center for Corporate GovernanceOn January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.

With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →

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Investors Back Global Tax Reform and Transparency

g20Australia

Global Tax Reform and Transparency Urged

LAPFFIn a global first, a group of institutional asset owners and managers are jointly calling for comprehensive transparency and disclosure to be adopted as core principles in reform of the international taxation system to be put before the G20 Leaders Summit in Brisbane this weekend.

The group including the £150B UK Local Authority Pension Fund Forum (LAPFF), Quebec fund Batirente, Royal London Asset Management (RLAM), Paris based OFI Asset Management & Triodos Investment Management from the Netherlands have issued a  statement supporting the initial stage of the OECD BEPS Action Plan and urging a general improvement in corporate governance, transparency and disclosure  standards around taxation issues.  Continue Reading →

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Valdes Death Marks End to an Era of Corruption at CalPERS

Charles P. Valdes, CSEA President, 1979-83Charles P. “Chuck” Valdes and I first met when he was the President of the California State Employees Association (CSEA) in 1979 or the early 1980s. California state employees had just won collective bargaining rights.  I was advocating that CSEA affiliate with SEIU to increase solidarity between state and private employees. I was struck by his free use of an expense account. My suspicions only grew over the years as I learned how he loved to be wined and dined. Years later, as the ethics officer for my department, I attended an ethics training for CalPERS board members and executives. When told of one reporting requirement related to documenting the acceptance of gifts, Valdes openly said he would refuse to comply. Continue Reading →

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Annies (BNNY): Proxy Score 66

Annies $BNNYAnnies Inc $BNNY, which produces, markets, and distributes natural and fantastic organic food productsis one of the stocks in my portfolio. I bought into the company not only because of their products but also because Annies has more women executives and directors than most. I am hoping that helps them connect with their customers. Unfortunately, they apparently have no minorities on their board. Annies’ next annual meeting is September 9, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 8/27/2014, plus I also found how CalSTRS voted. I voted with the Board’s recommendations 66% of the time and assigned them a proxy score of 66. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Annies proxy in order to enhance corporate governance and long-term value.

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August: 5, 10 & 15 Years Ago in Corporate Governance

Mr. Peabodys WayBackMachineCorporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine

Five Years Ago in Corporate Governance

CalPERS is believed by many, and for good reason, to be a paragon of virtue with regard to its advocacy of good corporate governance. Yet, their own election process had long been criticized as making it nearly impossible to unseat incumbents. At one point, the Board voted in favor of regulations prohibiting criticism of the Board in candidate statements, which were to be strictly limited to biographical information. To help remedy that problem I shelled out $500 to rent a hall, holding the first ever forum of CalPERS candidates. An expected winner who failed to show lost. Members finally had an opportunity to question candidates on their qualifications and their positions on the issues. These days, CalPERS is holding the forums in their auditorium. The next one is scheduled for September 16. See page 3 of Candidate Statement Booklet. For some of the latest issues, see CalPensions. Continue Reading →

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Savings Plus: Transparent Proxy Voting Needed

calhr-savings-plusI’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan. 

Shareholders have voting rights, usually one vote per share, to decide who will serve on the board and to advise on pay and other issues. Funds, such as CalPERS and the CalHR Savings Plus program, have a legal duty to ensure shares are voted in the best interest of program participants. Continue Reading →

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