Tag Archives | directors

The Handbook of Board Governance

The Handbook of Board Governance

When I agreed to contribute a chapter to Richard Leblanc’s book, I knew he was an an excellent speaker, blogger and teacher. I also suspected he was a good promoter. How else could he attract over 23,000 members to his Linkedin group, Boards & Advisors? But, I never dreamed I’d see The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members make the lights of New York’s Times Square across from the Hard Rock Cafe. Now I’m half expecting to see Leblanc on the late night TV circuit, like a candidate for public office reaching out to voters.
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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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Small Gains by Women in California Companies

Women in California Companies: 1 woman for every 7 men in top leadership at California's largest firmsWomen in California companies continue to make slight progress. More of California’s largest 400 public companies public companies than ever have women chief executive officers (CEOs), and fewer have no women in their C-suites and boardrooms. However, the annual University of California, Davis, study shows women still hold just one in eight of the senior executive and director positions in corporate California.

Overall, women hold 12.3% of the highest-paid executive positions and board seats in the state’s 400 largest public companies — a scant 0.75% point increase over last year, according to the UC Davis Study of California Women Business Leaders.

At that rate it will take fifty years for women in California companies to reach parity. I’ll be long dead. In the meantime, I’ll continue investing a disproportionate of my portfolio in companies with women at the top, betting such companies have better corporate governance and will outperform my other investments. Continue Reading →

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Avoiding Proxy Access Lite: Revised Template

CII - Proxy Access: Best PracticesLast week I uploaded a revised template for proxy access proposals (see Avoiding Proxy Access Lite: QUALCOMM Proposal) to address some of the problems identified by the Council of Institutional Investors in their August 5th report, Proxy Access: Best Practices. Thanks to the quick response from several readers, I have already made a few improvments. Please use the new language below if you want to keep up with my latest revised template. Of course, I always welcome additional suggestions for improvement from readers either through the comment function below or by email. I hope to see many of you at the ICGN/CII conference in Boston today. Continue Reading →

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Video Friday: Replacing Board Members

Replacing Board Members - Elephant In The RoomAs I reported in Replacing Board Members: The Elephant in the RoomSVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third Thursdays.

If the video does not come up after several seconds, try reloading the page.

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Sharfman Pans Proxy Access Proposals by Public Pensions

Bernard S. Sharfman

Bernard S. Sharfman

Bernard Sharfman notified me of his post, Public-pension funds play with newest toy in corporate governance, saying: “As you know I am not a big fan of proxy access.” I was looking forward to a thoughtful analysis of the issues but that is not what I found. The R Street blog, where his piece was posted, apparently doesn’t allow comments. Don’t “free markets” and “real solutions” benefit from the free exchange of ideas? Since Sharfman has contributed to the CorpGov.net blog with more serious scholarship, I feel a greater obligation to point out his fallacies. Perhaps, with some dialogue, we will come closer to agreement. I would welcome his comments, as well as those from other readers. Continue Reading →

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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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Proto Labs: Proxy Score 100

proto labsProto Labs Inc (NYSE:PRLB), one of the stocks in my portfolio, is an online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/11/2015. I voted with management 100% of the time and assigned Proto Labs a proxy score of 100.

View Proxy Statement (It would have been nice to have links to index and headings). Read Warnings below. What follows are my recommendations on how to vote the Proto Labs 2015 proxy to enhance corporate governance and long-term value. Continue Reading →

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United-Guardian: Proxy Score 22

United-GuardianUnited-Guardian Inc. (UG:NASDAQ) is one of the stocks in my portfolio. The Company researches, develops, manufactures, and markets cosmetic ingredients, personal care products, pharmaceuticals, medical lubricants, health care products, and specialty industrial products in the United States, Canada, China, the United Kingdom, France, and internationally. Their annual meeting is coming up on 5/19/2015. ProxyDemocracy.org doesn’t track United-Guardian. Therefore, this analysis will be brief, since I am without my usual assessment research tools. I voted with management 22% of the time and assigned United-Guardian a proxy score of 22.

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

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Where are Women? Challenging Boardroom Homogeneity

Challenging Boardroom HomogeneityChallenging Boardroom Homogeneity: Strategies for Increasing Board Diversity – A Conversation with Aaron Dhir and Deborah Rhode.

Sponsored by the Stanford Center on the Legal Profession, the Rock Center for Corporate GovernanceStanford Women on Boards, and the Vision 2020 Project.

Tuesday, May 26, 2015
5:00 – 5:30pm Reception
5:30 – 6:30pm Presentation
Stanford Law School, Room 190 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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Tractor Supply Company (TSCO): Proxy Score 100

Tractor SupplyTractor Supply Company (TSCO) is one of the stocks in my portfolio. They offer a comprehensive selection of merchandise, which include equine, livestock, pet and small animal products; hardware, truck, towing and tool products; seasonal products, including lawn and garden items, power equipment, gifts and toys; maintenance products for agricultural and rural use, and work/recreational clothing and footwear. Their annual meeting is coming up on 5/5/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 4/27/2015. I voted with management 100% of the time and assigned Tractor Supply a proxy score of 100.

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

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Change the System

Chelsea Clinton says Change the System

Chelsea Clinton says Change the System

In an unscripted moment at a Clinton Foundation event in Miami, Chelsea mentioned a study that shows there are more men named John, Robert, William or James on corporate boards than there are total women corporate directors. Upon hearing that statistic, Hillary, who was on stage with Chelsea, joked, “sounds like we need to change our names!”

Chelsea emphatically cut in to raucous applause: “No, we need to change the system.”

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

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

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