The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members – read my Chapter 21, The Individual’s Role in Driving Corporate Governance. My current focus is on proxy access lite bylaws that don’t meet CII best practices. and exploring possible broad-based ownership structures. Don’t miss these events: 11/1-3/2017 28th Annual SRI Conference, San Diego. (more…)
FedEx Fights Proxy Access, Lobbying Disclosure
FedEx Fights for a democratic-free zone @ 9/25/2017 annual meeting. Seeks to maintain fake proxy access; refuses to disclose lobbying payments; wants to continue to monitor say-on-pay vote to lobby those who vote against; wants to disrespect human rights where allowed by state laws. FedEx Corporation provides transportation, e-commerce, and business services worldwide. FedEx is […]
CII: Public Companies Endangered Species?
Public Companies Endangered Species: CII Panel Are public companies an endangered species? If so, why? How can we solve that problem? At last week’s Council of Institutional Investors (CII) Fall Conference there as an informative panel discussion entitled Public Companies: An Endangered Species? Panelists were David Brown, Michael Mauboussin, and Robert McCooey moderated by the always erudite and entertaining Frank Partnoy, one of the […]
Key Climate Vote Survey Provides Tool
The 50/50 Climate Project released their Key Climate Vote Survey 2017 (link) of votes by America’s largest investors. Those attending last week’s informative Fall Conference of the Council of Institutional Investors in San Diego found out about it and many other newsworthy items. Key Climate Vote Survey 2017: Groundbreaking Season? First-time approval of climate risk proposals at Exxon (XOM) […]
Elect Flaherman and Brown to CalPERS
Keep CalPERS healthy; vote for Flaherman and Brown. Ballots have been mailed out to more than 1.5 million CalPERS members. They must be received by October 2nd to count. This is probably the most important election the $333B+ System has ever held, given how the board isolated and ostracized current director J. J. Jelincic for […]
CEO Pay Machine Destroying America
The CEO Pay Machine: How it Trashes America and How to Stop it (Amazon) by Steven Clifford should be mandatory reading for all compensation committees and those who vote proxies for large funds. The book is easily read and understood by the layperson. It also includes the fact-based evidence needed to convince fiduciaries that voting against […]
How to Think: Reviewed
How to Think: A Survival Guide for a World at Odds (buy), by Alan Jacobs, is not directly about corporate governance. It is more about learning more from your engagements with those who do not share your views. Corporate Governance (#corpgov on Twitter) has not been immune from incivility. How to Think could help us […]
Related Party Transaction Rejected
Related Party Transaction Defeated at India-Based Raymond According to a recent report by InGovern, primarily focused on India, Raymond, in its AGM on 5th June, proposed a contentious related party transaction where it wanted to sell one of its prime properties to its Chairman and some of his relatives. As bad as things have gotten […]
Shareholder Society Better Chamber Mantra
A shareholder society appears to have no place in the U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) severely flawed paper on shareholder proposal reform. The paper is intended to contain a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company […]
Walden Withdraws Vanguard Proxy Voting Shareholder Resolution
Walden Asset Management has engaged a number of investment managers and mutual funds on their proxy voting practices, specifically challenging voting records on shareholder resolutions addressing significant social and environmental issues. I see this as a major victory. However, more Vanguard shareholders need to speak out to ensure momentum continues. Contact Vanguard. In 2017, Walden filed […]
Multi-Class Share Ban: Speculation
Multi-class Share Ban: Methodology Multi-class share structures were banned by S&P from joining their most popular indexes. The move has been hailed by investors, myself included. Little noticed by the mainstream press, but discussed briefly by Davis, Polk & Wardell LLP is a provision allowing spin-offs from companies (like Alphabet) to be listed. (more…)
Mutuality Business Models Explored
The objective of the forum videoed below was explore how the adoption of mutuality principles and the Economics of Mutuality approach to value creation can contribute to the both society and the commercial success of firms. The notion that business has a significant role in addressing human and social problems has led to a re-evaluation of […]
Shareholder Proposal Reform Rebutted
The U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) released a paper on shareholder proposal reform, which contains a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.” See also the Chamber’s press release, U.S. Chamber Offers Recommendations to […]
Proxy Access Battlefront Shifts: HRB No-Action Rejected
The “Proxy Access Battlefront” has shifted once again, as reported by Ning Chiu of Davis Polk (The Proxy Access Battlefront for Next Season? SEC Staff Rejects Attempt to Exclude Proxy Access Shareholder Proposal). Chiu’s post captures the trajectory of proxy access amendment efforts. (more…)
Broad-Based Ownership at Twitter: Academic Perspective
Through a proxy proposal, we asked the Twitter board to study broad-based ownership, such as cooperatives, for lessons to be learned on how to make Twitter both more productive and more democratic. The proposal won enough votes to be brought back next year. In the meantime, we continue building a campaign and studying broad-based ownership […]
WD-40 Win Win – Majority Vote Standard
WD-40 win win is due to a shareholder proposal filed by James McRitchie and directors who want good corporate governance practices. Earlier this week, I reported that Broadridge amended its proxy proxy access bylaws to allow groups of 50 to nominate directors. Now WD-40 has filed bylaws to implement McRitchie’s proposal requesting that uncontested directors […]
Broadridge Amends Proxy Access: Allows 50
Have you heard the news? Broadridge amends proxy access bylaws on July 6, 2017, to do the following: Increase the number of stockholders that can aggregate their shares to make a proxy access Board nomination from 20 to 50 stockholders, Eliminate a requirement to count individual funds within a mutual fund family as separate shareholders […]
Corporate Governance Experts on 21c Fox Bid for Sky
On Thursday 16 March in a statement to Parliament the Secretary of State confirmed that she was intervening in the proposed merger between 21st Century Fox, Inc and Sky plc on the media public interest grounds of plurality and commitment to broadcasting standards. This began the process whereby Ofcom and the Competitions and Markets Authority […]
Interfaith Center on Corporate Responsibility: CHOICE Act
The Interfaith Center on Corporate Responsibility, a coalition of institutional investors representing $200 billion in invested capital that engage corporations on the environmental and social impacts of their operations, sent a letter yesterday to all U.S. Senators urging them not to pass the Financial CHOICE Act. The proposed legislation, which passed the House and is currently […]
Hybrid Listed Cooperatives
Innovations in Cooperative Ownership: Converted and Hybrid Listed Cooperatives (Link), by O.F. van Bekkum and J. Bijman, is one of the more interesting research papers I have read since our proposal for Twitter (TWTR) to study cooperatives won 5% of the vote, making it eligible for resubmission for the 2018 annual meeting. Before we redo the […]
Investor Letter to BRT (Business Roundtable)
Publisher’s Note: The following guest post from Timothy Smith reproduces a recent investor letter to the BRT (Business Roundtable) concerning the importance of shareholder resolutions. I added title, graphics, changed some of the formatting and added a note about the BRT for background. See also previous posts: Financial CHOICE Act: From too big to fail, to […]
Video Friday: CorpGov Micro-Cap Best Practices
Mark Collinson and Elaine Ketchmere of Compass Investor Relations present micro-cap best practices in corporate governance. This is from the webinar, Corporate Governance Best Practices & Communication Strategies, sponsored by OTC Markets Group and Compass Investor Relations. Overall, excellent advice; I did have one nit to pick. (more…)
MBII Annual Meeting Gone Missing
MBII, Marrone Bio Innovations, Inc., was added to the Russell Microcap Index after the market closed on June 23, 2017. Hopefully, that will provide some needed stability to this volatile stock, so it is great news. However, corporate governance concerns remain. For example, when will our company hold the 2017 annual meeting? MBII Has Plenty of Positives […]
Alphabet Shareholders Overwhelmingly Support Equal Voting
At Alphabet, Inc.’s most recent annual meeting on June 7, 2017, class A shareholders overwhelmingly supported a shareholder proposal asking company management to recapitalize the share structure so that each share has one vote. According to the proponents of the proposal, assuming that all outstanding class B shares were similarly voted, then up to 99.8% of […]
Capitalists Arise!: Serve Stakeholders
Peter Georgescu’s Capitalists Arise!: End Economic Inequality, Grow the Middle Class, Heal the Nation correctly identifies short-termism and a focus on stock price as a problem contributing to growing wealth inequality. His solutions depend on enlightened managers and boards to transform how America does business by taking all stakeholders into account, not just shareholders. I say, don’t […]
RBI to Curb Antibiotics in Chicken
Restaurant Brands International (RBI), parent of Tim Hortons, Burger King and Popeyes, announced its decision to purchase only chicken raised without antibiotics important to human medicine by the end of 2018, a major sustainability milestone for the world’s third-largest fast food restaurant operator. RBI came to an agreement in March 2016 with As You Sow,a […]
What Ought to Be: Why Grow Up?
According to Susan Neiman, the most important distinction in the world is the difference between what is and what ought to be. Recognizing that distinction is central to the process of growing up. (Why Grow Up?: Subversive Thoughts for an Infantile Age) You need not be Peter Pan to feel uneasy about the prospect of […]
Kite Pharma Proxy Voting Guide
Kite Pharma, Inc. (KITE), a clinical-stage biopharmaceutical company, focuses on the development and commercialization of novel cancer immunotherapy products. Kite is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of no fund families when I checked and voted. Their annual meeting is coming up on June 20th, 2017. I voted FOR Proposal #3 to Declassify the Board. […]
Genomic Health Proxy Voting Guide
Genomic Health Proxy Voting Guide by CorpGov.net. Genomic Health (GHDX), a healthcare company, provides actionable genomic information to personalize cancer treatment decisions in the United States and internationally. It develops and commercializes genomic-based clinical laboratory services that analyze the underlying biology of cancer, allowing physicians and patients to make individualized treatment decisions. Genomic Health is one of […]
Caterpillar Inc Proxy Voting Guide
Sorry, this Caterpillar Inc Proxy Voting Guide comes late, since tomorrow is the last day to vote unless you attend the annual meeting. Caterpillar Inc. (CAT) manufactures and sells construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives for heavy and general construction, rental, quarry, aggregate, mining, waste, material […]
Columbia Sportswear Proxy Voting Guide
Columbia Sportswear (COLM) designs, sources, markets, and distributes outdoor and active lifestyle apparel, footwear, accessories, and equipment in the United States, Latin America, the Asia Pacific, Europe, the Middle East, Africa, and Canada. Columbia Sportswear is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual […]