Costco ESG momentum has improved. I submitted a shareholder proposal to help keep it on that path. The proposal would eliminate a corporate governance anomaly Costco has by virtue of being incorporated in the state of Washington, which allows articles of incorporation to provide that directors cannot be removed without cause by shareholders. (more…)
Verbal No-Action Decisions Questioned
Verbal No-Action Decisions Slammed by Shareholder Rights Group Verbal no-action decisions by the SEC threaten the integrity of corporate governance. On September 6, the Securities and Exchange Commission issued a new policy providing for verbal no-action decisions that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. […]
Shareholders v Stakeholders
Shareholders v Stakeholders is in the news again, driven by the Business Roundtable,. Someone asked Quora: Regarding corporate social responsibility, do you agree more with the shareholder view or the stakeholder view theory? Below is my response with a few edits, after some additional thought. (more…)
ICCR Letter to BRT on ESG Resolutions
Below is an ICCR letter to the BRT from Josh Zinner commending them on their recent acknowledgement of the value of stakeholders and asking them to reassess their opposition to shareholder resolutions. I have added a few links to the ICCR letter to the BRT. I look forward to hearing more from Josh today at the […]
Mutual Fund Wars Over Fees AND Proxy Votes
Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]
My Letter to Business Roundtable on Shareholder Resolutions
My letter to Business Roundtable (BRT) on shareholder resolutions is reprinted below. There has been no response so far. If their pledge to stakeholders was really in earnest, maybe they will now be more open to negotiation on ESG issues than they were when we testified to the SEC at cross purposes. The BRT has […]
Renewable Energy Investment Opportunities
Renewable energy needs investments of $100B just to support commitments by RE100, according to the latest analysis by Bloomberg New Energy Finance (BNEF). Download New Energy Outlook 2019. RE100 companies committed to offset 100% of their electricity demand from green sources. (more…)
Facebook CalSTRS Court Clash
Facebook CalSTRS court clash seeks to reform governance practices. The California Teachers’ Retirement (CalSTRS) Board recently announced it will make a motion to be added as a plaintiff to a pending derivative case against Facebook’s leadership, including CEO/Chairman Mark Zuckerberg in line with the fund’s Corporate Governance Program and Portfolio Policy. (more…)
Investment Advisers SEC Clarification: Allison Lee
Investment Advisers: Allison Lee Statement Re SEC Guidance Investment advisers, proxy services. – It is not often that I simply reprint a post from another source, in this case the SEC. However, I have filed this one under history of corporate governance. I may want to reference it as I an example of where the SEC formally misstepped. […]
McRitchie 2019 Proxy Season Win for Market Beta
McRitchie 2019 proxy season results are not something I normally report. It feels too much like bragging. I do my work to drive better, more accountable corporate governance. However, the SEC’s Division of Corporate Finance is “considering recommending that the Commission propose rule amendments regarding the thresholds for shareholder proposals under Rule 14a-8.” It is […]
More Beta: 21st Century Portfolio Theory
More beta is what investors should focus on order to increase long-term returns, argue Jim Hawley and Jon Lukomnik in their paper, The Long and Short of It: Are We Asking the Right Questions? – Modern Portfolio Theory and Time Horizons (download). That has also been the objective of Corporate Governance (CorpGov.net) since 1995. I […]
Dual-Class Enablers: Vote Against Directors
Dual-Class Enablers – CII brings them from shadows to sunlight. Get out your disinfectant (your proxies) and vote against these directors both at dual-class companies (where your vote has little impact) AND at other companies where dual-class enablers also occupy board seats, for now. Print out the list today and use it when voting your […]
Golden Peacock Award Applications Open
Golden Peacock Award applications due August 31, 2019. Today, Boards are expected to focus on improving their effectiveness—not just their compliance, but also Environment, Social, and Governance (ESG) performance for long term sustainability and making their companies investor friendly. Boards also require frameworks for optimizing board engagement and performance, enhancing the contribution of individual board […]
ISG First Conference with Weinberg Center – Sept. 13, 2019
ISG (Investor Stewardship Group), an investor-led initiative comprised of more than 60 of the largest U.S.-based institutional investors and global asset managers representing in excess of US$31 trillion AUM, joins with the John L. Weinberg Center for Corporate Governance to hold what promises to be an informative and exciting conference. Register now. (more…)
Quora: Stock Market Good or Scam?
I posted one of several responses to the following question on Quora: Do you find investing in the stock market a good investment strategy or a scam? I thought my blog readers may also be interested in what I posted to Quora. Here it is with minor changes. (more…)
The Making of a Democratic Economy: Review Essay
The Making of a Democratic Economy: How to Build Prosperity for the Many, Not the Few by Marjorie Kelly, Ted Howard, Naomi Klein (Foreword). Buy the book. As Naomi Klein notes in the Forward, We need to know what we are for as well as what we’re against… It’s not enough to imagine that another world is […]
Phelps’ Mass Flourishing Reviewed
Phelps’ Mass Flourishing: How Grassroots Innovation Created Jobs, Challenge, and Change by Edmund S. Phelps. Important issues are discussed but the typology, especially the characterization and treatment of corporatism, is problematic. (more…)
Legg Mason 2019
Legg Mason 2019 annual meeting is July 30th. To enhance long-term value: Vote AGAINST directors Angelica, Murphy, Peltz and Quirk, Pay, & Auditor. Vote FOR Eliminate Supermajority Voting Requirements. (more…)
Josh Levin of OpenInvest Interviewed by Sonya Dreizler
Josh Levin of OpenInvest was kind enough to chat with me at Morningstar’s Investment Conference earlier this year. Unfortunately, I was busy and distracted but curious about Josh Levin and his investment platform. Could OpenInvest and similar firms disrupt the mutual fund industry? Andreessen Horowitz, YCombinator, QED, and others back OpenInvest financially. I knew OpenInvest allows customers […]
Petmed Express 2019 Proxy Guide
PetMed Express 2019 annual meeting is July 26th. To enhance long-term value. Vote AGAINST Campbell, Formica, Fulgoni, Korn and Schweitzer, Pay, & Auditor. Vote FOR Amend Bylaws and Eliminate Supermajority Provisions. (more…)
CalSTRS Corporate Governance Career Opportunity
CalSTRS Corporate Governance Division Seeks Investment Officer II The CalSTRS Investments Branch seeks a motivated individual to work as an Investment Officer II in the Corporate Governance Division. Qualified readers should apply to this opportunity of a lifetime. Many decades ago, I helped persuade CalPERS to form a corporate governance unit. They chose one of […]
Tepper’s Myth of Capitalism reviewed
Tepper begins his book (with Hearn) by recounting United Airlines forcibly removing paying passenger Dr. David Dao, a Vietnamese-American pulmonologist, from an overbooked plane. The video of him going unconscious and bloody went viral. United’s CEO initially blamed the passenger for resisting but later settled. Jonathan Tepper and Denise Hearn fail to mention Dr. Dao suffered a broken nose, loss […]
Schwab: Invested
Charles Schwab chronicles the history of his namesake firm in Invested: Changing Forever the Way Americans Invest. I knew he led a technological revolution and was among the first to slash prices. From A Nation of Small Shareholders, I also knew Schwab was on a long-term mission to have every American share in our growing […]
Alphabet Losers: Not Just Unaffiliated Shareholders and Workers
Alphabet losers at the 2019 meeting were not only the unaffiliated shareholders but also are likely to be the insiders. As the last meeting before the Department of Justice begins potential anti-trust actions, our co-overlords Page and Brin, who control 51.3% of the vote, should have embraced at least some of the changes requested by […]
SSgA Critical of GHG Short-Term Disclosures
SSgA critical of GHG short-term perspective offered up by oil and gas, mining and utility disclosures on addressing greenhouse gas emissions. If we are to maintain a salubrious environment, much of the coal and oil will turn out to be stranded assets. Given that reality, I reallocated most positions I had in this sector to […]
United Therapeutics 2019: Declassify Board
United Therapeutics 2019 annual meeting is June 26th. To enhance long-term value: Vote AGAINST Causey, Giltner and Olian; pay, stock plan, auditor. Vote FOR Declassify the Board. (more…)
2019 CalPERS CalSTRS Diversity Forum
2019 CalPERS CalSTRS Diversity Forum lived up to its billing as a unique opportunity to engage with industry leaders and experts on diversity and inclusion topics such as: The “Why” and “How” of driving diversity and inclusion Building and sustaining a positive corporate culture Human Capital Management metrics and their value to investors In the following […]
Alphabet 2019 Proxy Voting Guide
Alphabet 2019 annual meeting is June 19th. To enhance long-term value WITHHOLD vote from all directors. Vote AGAINST all Board proposals and FOR all shareholder proposals, especially #4 to recapitalize shares. (more…)
Genomic Health 2019 Proxy Voting Guide
Genomic Health 2019 annual meeting is June 13th. To enhance long-term value. Vote WITTHOLD all directors except Popovits & Parker; AGAINST Stock Plan, Pay, Auditor. Vote FOR Simple Majority Vote. (more…)
LGBTQ CorVel Win by Walden
LGBTQ CorVel (CRVL) workplace equality advocates celebrate a significant victory in the midst of a historic Pride month representing the 50th anniversary of the Stonewall riots. Shareholders will have a voice on CorVel’s EEO policy. (more…)