Tag Archives | Corporate Governance

Beyond the Bottom Line With PRI

PRII used to believe that democratic power was exercised like the creation of an impressionist masterpiece — each individual offering an artistically placed paint stroke that blends into the whole as you step back. As I have matured, I now see that those who are able to influence others around them are most effective in shaping the spirit of the painting. Power isn’t wielded by isolated individuals but by networks of individuals who are bonded by trust and influence. Continue Reading →

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@ SURS: Corporate Governance and Compliance Officer

SURSThe State Universities Retirement System of Illinois (SURS) is one of five state-funded retirement plans, serving 65 employers (public universities and colleges) and more than 227,000 members – both annuitants and active members. SURS provides retirement, survivor, disability and death benefits to its members and their families. Currently SURS employs 130 individuals at its Champaign and Naperville offices. Continue Reading →

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Shareholder Activism Redux: The Good, Bad and Ugly

Shareholder ActivismIt’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton.

As a former institutional investor turned corporate governance author/advisor, I regularly get calls from media, and am cornered after speaking engagements to talk about activists.  It’s arguable that no topic in recent memory has been discussed by so many in the presence of so few facts.  It’s eerily reminiscent of when cloud computing first overtook the technology vernacular.  You know, when 8 out of 10 people who were earnestly discussing moving to the cloud, cloud infrastructure and so forth, had no idea what the “cloud” actually was. 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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Directors Forum 2015: Part 3

Jeffrey C. Smith

Jeffrey C. Smith

Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance.

Directors Forum 2015: Jeffrey C. Smith

Smith is managing member, CEO & chief investment officer, Starboard Value LP. Noted that Starboard’s rate of return has been 27.8% v average of 9% for S&P 500 over the same time-period. Only works at companies where he believes shareholders are disgruntled. Discussed various cases, such as Darden. (Darden Shakes Up Its Board After Agitation by Investor Starboard)

When they went in, Darden’s EBITA margin was significantly worse than peers when adjusting for real estate ownership and factoring in a rent subsidy. He wanted to get them more focused on a better return for capital than on growth. 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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Video Friday: Corporate Inversions

Corporate Inversions

Corporate Inversions: Tax Hortons

On October 14, 2014, Stanford Law School’s Arthur and Toni Rembe Rock Center for Corporate Governance hosted the discussion “Corporate Inversions: Desertion or Value Maximization?”

Unfortunately, I missed this one but at least the Center caught it on video. Now we can watch at our leisure.

Thanks again to Authur and Toni Rembe Rock for a great Center.

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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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Wayback: Five, Ten and Fifteen Years Ago in Corporate Governance

Mr. Peabodys WayBackMachine

Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago.

Five years ago in Corporate Governance

In the year-end reflections two contributing factors deserve more attention. First, “prophetic warnings” from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford Lewis for boards to revoke implicit policies of “don’t ask, don’t tell” with regard to liability issues. (Two Overlooked Lessons From the Financial Crisis)

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Silicon Valley Corporate Governance & Gender Diversity

Fenwick & West LLPFenwick & West, one of the Silicon Valley’s premier law firms serving technology, venture capital and life sciences companies, released its Corporate Governance Survey and its adjunct Gender Diversity Survey. The surveys cover more than a decade of governance and leadership trends comparing companies in the S&P 100 and their relatively smaller and younger counterparts in the Silicon Valley 150 (SV 150), which are concentrated in the technology and life sciences industries. Continue Reading →

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Video Friday: Bob Tricker on Corporate Governance – Principles, Policies and Practices Part 2

Bob Tricker

Bob Tricker

We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most knowledgeable teacher. – James McRitchie, CorpGov.net.

Bob Tricker – Corporate Governance – principles, policies and practices OUHK Lecture 1 (part 3)

Large companies effect employees, whole towns, states and societies. Should the idea of large corporations be rethought so that they owe a responsibility to the larger society rather than just the board. Stakeholder ideas of the 1970s were rejected but are now back. Tricker goes through some of the corporate collapses of the 1980s. Bribes, murder, suicide and mayhem at Carrian Investments led to calls for governance codes. The first was the Cadbury Code.  Continue Reading →

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