$COST

$COST (Costco): Proxy Vote Recommendations

$COST, Costco Wholesale Corporation, together with its subsidiaries, operates membership warehouses. It offers branded and private-label products in a range of merchandise categories. $COST has supermajority vote requirements (66.67%) to amend certain charter provisions, a classified board with staggered terms, and no written consent unless unanimous by all shareholders. In short, reasonable shareholder rights are missing. […]

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Citi

Citi to Address Gender Pay Gap

Citi reached an historic agreement to disclose wage data and adjust employee salaries in a company-wide effort to achieve gender pay equity. Arjuna Capital agreed to withdraw its gender pay shareholder resolution after the agreement. Citigroup (Citi) and Arjuna Capital disclosed that Citi is taking steps to provide gender and ethnicity wage data and commit to […]

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Michael Garland

Michael Garland: Boardroom Accountability

Michael Garland: In the News Michael Garland, his boss Scott M. Stringer and the New York City Pension Funds are setting a higher bar for corporate boards and other funds with regard to corporate governance standards. I wish more would try to do half as much for shareholders. (more…)

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Walgreens 2 Year Stock Chart

Walgreens Boots Alliance: Proxy Vote

Walgreens Boots Alliance (WBA), operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens opposes giving shareholders more effective proxy access to enable us to place nominees on our company’s ballot. Additionally, Walgreens opposes lowering the threshold to enable shareholders to call […]

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Speak Your Mind

Speak Your Mind, Lose Your Job

Speak Your Mind, Lose Your Job: The Challenge of Diversity at the Modern Corporations. That was the topic of another great program at Stanford Law sponsored by the Rock Center for Corporate Governance on December 5th. @StanfordLaw @StanfordRock Register for upcoming events. What is the Board’s role in allow employees to say #TimesUp #MeToo or #TakeAKnee? (more…)

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Part 4 28th Annual SRI Conference - Inequality, Sustainability, and Board-Level Accountability

Part 4 28th Annual SRI Conference

Part 4 28th Annual SRI Conference in San Diego. Search #AllinForImpact on Twitter to see more posts. See Parts 1, 2, and 3. Yes, I know, this conference was held months ago but I’m still digesting… maybe until the next one. I could spend a productive year just exploring links to the work of the speakers. Mark […]

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NTRS on Shareholder Resolutions

NTRS Resolution: Victory or Defeat?

The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business […]

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Shared Ownership cooperative-development-think-outside-the-boss

Shared Ownership Can Address Unequal Economy

How Shared Ownership Reforms Can Address Popular Anger about an Unequal Economy In May 2017, U.S. Senators Sanders, Leahy, Gillibrand, and Hassan introduced legislation intended to help workers become owners. Their bill calls for a national employee ownership bank and helps states develop employee ownership centers. This comes after a dozen major cities and nearly […]

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Tax Planning - As You Sow

2017 Tax Planning: As You Sow

I noticed some 2017 Tax Planning advice from Blank Rome LLP and thought to alert readers.  On December 20, 2017, Congress passed its comprehensive tax reform bill, the Tax Cuts and Jobs Act (“the Act” or “the Bill”), which is expected to be signed into law by President Trump in early January 2018. The Bill […]

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HR 4015

Maxine Waters Opposes HR 4015 Proxy Advisors

HR 4015 Statement of Opposition HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine sound corporate governance: Mr. Speaker, HR 4015, the so-called Corporate Governance Reform and Transparency Act, would […]

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Directors Forum 2018 venue

Directors Forum 2018: Best Stakeholder Interactions

Directors Forum 2018: Directors, Management & Shareholders in Dialogue brings together investors, directors and management to engage in open, off-the-record dialogue about today’s pressing governance issues. Speakers will put a spotlight on the escalating impact of “corporate culture” on business success. Hosted by Corporate Directors Forum, Directors Forum 2018 will be held on January 21-23, […]

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VIE Shell Game

CII Highlights Chinese VIE Corporate Structure Risk

A new report from the Council of Institutional Investors (CII) underlines the risks posed to investors by a corporate structure called a variable interest entity (VIE). Sixty two percent of Chinese companies listed on U.S. stock exchanges use a VIE, including internet giants Sina, Baidu, Alibaba and JD.com. U.S. exchanges are experiencing a surge of […]

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CalSTRS as a Place to Work

CalSTRS Best Place to Work: Survey Could Cinch Fourth Honor

CalSTRS was named a Best Place to Work in Money Management for 2017 by Pensions & Investments magazine. This year’s honor is the third CalSTRS has garnered—the only public pension plan to do so. They could cinch a fourth such honor by surveying member values. Pensions & Investments, a global news source for money management, created the […]

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28th Annual SRI Conference

28th Annual SRI Conference

The 28th Annual SRI Conference in San Diego was amazing. Search #AllinForImpact on Twitter to see prior posts. Mark your calendar for November 1-3, 2018. The SRI Conference returns to the Broadmoor in Colorado Springs. Get on the mailing list. (more…)

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Ordinary business

Ordinary Business: Human Rights/GHG, Says Apple

Apple again invokes the ‘ordinary business’ exclusion roadmap provided by SEC Staff Legal Bulletin 14I (SLB 14I) in an attempt to muzzle shareholders. In the face of mounting evidence of inevitable manmade climate change and with the recognition that society has increasingly limited possibilities of mitigating the worst outcome for future generations, Jantz Management LLC submitted […]

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Millennials Seek to Support Sustainability through 401k Plans

Millennials: Sustainability 401k Plans

As millennial-aged employees now represent the majority of the U.S. workforce, it is increasingly important that corporate management finds ways to engage them in the company. Creating 401k plans which connect to their core values — like solving human, social and environmental problems through their work and investments — can be a huge advantage to the company as a […]

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Berry Global Group

Berry Global Group Adopts Majority Vote

The Board at Berry Global Group ($BERY) is moving toward more democratic governance, thanks to the efforts of a retail shareholder who would be denied the right to file proposals if the Chamber of Commerce, Business Roundtable and others had their way. The Berry Global Group has adopted proposals submitted by the same small retail […]

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$UNFI 5 Year Chart

$UNFI: Proxy Voting Guide

$UNFI, United Natural Foods, Inc. distributes natural, organic, and specialty foods and non-food products in the United States and Canada. The company operates through three divisions: Wholesale, Retail, and Manufacturing and Branded Products. $UNFI opposes giving shareholders effective rights to allow shareholders to call a special meeting and opposes putting change-in-control agreements to a shareholder […]

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India Proxy Season 2017 - InGovern

India Proxy Season 2017: InGovern

The India Proxy Season 2017 came to an end on September 30th. InGovern collated meeting details of 1,502 companies. I do very little to cover the India proxy season, so welcome this informative report from InGovern, India’s first independent corporate governance research and advisory firm. Downloaded a pdf of the report, India Proxy Season 2017 (more…)

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SRI Engagement to Create SDGs

SRI Engagement & Monitoring

SRI engagement and monitoring was a major theme during my first day at the 28th Annual SRI Conference this year (#AllinForImpact), although my 1st impressions were interrupted by the issuance of SEC SLB 14I, as previously noted. SRI has grown more than 13% a year since 1995 (when I started this blog) and now total over $8.7 trillion in […]

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Mt. Lebanon High

Kennedy Assassinated: Mt. Lebanon Remembered

I was in a Mt. Lebanon English class on November 22, 1963, taking a test when the principal came on the loudspeaker to let us know President Kennedy had been assassinated. Our teacher told us to take a moment of silence. After 60 seconds, we were to resume our test. As I had so many […]

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Trump Jump

Trump Jump: Disclose Political Expenses

The Trump Jump The Center for Political Accountability reported today on a Trump Jump. Mutual funds support for the CPA’s corporate political disclosure resolution jumped significantly in the first year of the Trump presidency. In 2017, support increased to 48% from 43% in 2016, according to an analysis by Fund Votes. The analysis also found that abstentions decreased […]

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Investor Response to Chamber - Don't Box Us In

Investor Response to Chamber: Don’t Gut Rights

Investor Response to Chamber: Letter Representatives of hundreds of investors with trillions of dollars in assets delivered a letter to the SEC on November 9, 2017, An Investor response to U.S. Chamber’s Proposal to Revise SEC Rule 14a-8 (report). We noted with interest the November 1, 2017, guidance contained in Staff Legal Bulletin No. 14I. […]

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CLX Clorox: You Don't have to vote with the Board

CLX: Vote Clorox Proxy Access

The Clorox Company, CLX, manufactures and markets consumer and professional products worldwide. It operates through four segments: Cleaning, Household, Lifestyle, and International. CLX opposes giving shareholders effective proxy access to enable us to place nominees on our company’s ballot. Shareholders have no right to act by written consent. It takes 25% of shareholders to call […]

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Standing Voting Instructions Ban Suppresses Retail Vote

Standing Voting Instructions: Reviewed

Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgi, Penn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York […]

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SLB 14I Discourages Shareholder Proposals

SLB 14I (CF) – SRI Conference: 1st Impression

SLB 14I (CF): Issued During 28th Annual SRI Conference The latest SEC Staff Legal Bulletin, SLB 14I (CF), was issued on November 1, while 800 attended the 28th Annual SRI Conference in San Diego. I was flipping though the agenda when I got an email from a Bloomberg reporter asking for feedback on SLB 14I, which […]

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Nicholas Donofrio & Nora Denzel - Culture as a Corporate Asset

Culture as a Corporate Asset

The NACD Blue Ribbon Commission on Culture as a Corporate Asset identifies how boards can play an active role in shaping corporate culture to promote growth and avoid crisis. The NACD Northern California Chapter offered an inside look at the new 2017 Report of the Blue Ribbon Commission on Culture as a Corporate Asset. at its […]

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The Storm Before the Storm

The Storm Before the Storm: Reviewed

The Storm Before the Storm: The Beginning of the End of the Roman Republic by Mike Duncan reviewed from something of a corporate governance perspective. The final victory over Carthage in the Punic Wars led to rising economic inequality, dislocation of traditional ways of life, increasing political polarization, the breakdown of unspoken rules of political conduct, the […]

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