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. Current focus: proxy access lite bylaws that don’t meet CII best practices. & exploring possible broad-based ownership structures. Don’t miss these events: 10/19/2017 Governance, Liquidity, and Employee Retention in an Era of Capital Abundance, […]

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Disney Ties to Pat Robertson

Disney Ties to Pat Robertson Need Clarified

Disney ties to Pat Robertson could lead to further gun violence if not clarified. Nancy Levine wrote a post that demands attention from Disney shareholders. Where Is Disney’s Outrage About Pat Robertson? Pat Robertson’s Outlandish Blame Game As Levine notes, Pat Robertson blamed the Los Vegas massacre on Americans’ disrespect for Donald Trump. Among the things Robertson said, There […]

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William Steiner and son Kenneth Steiner

William Steiner, Shareholder Activist

William Steiner recently became the most experienced shareholder activist alive to win majority votes for shareholder proposals at public companies. A few months ago, he celebrated 40 years of shareholder activism with an overwhelming victory at Haemonetics Corporation (HAE). The following is based on an interview with Mr. Steiner by his son, Kenneth Steiner, who […]

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General Counsel Corporate Culture Influencer

General Counsel: Corporate Culture Influencer

Corporate Culture Influencer On September 11, 2017, the John L. Weinberg Center for Corporate Governance hosted a discussion on the role of the general counsel and how she should be a positive corporate culture influencer. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent […]

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moskowitz-research-prize

Moskowitz Winner: CSR & Executive Compensation

Moskowitz Prize Winner Announced Moskowitz prize winner for 2017 was announced today by the Center for Responsible Business at the Haas School of Business, University of California, Berkeley, in collaboration with The SRI Conference. The prize is named after research pioneer Milt Moskowitz, one of the first researchers to look for the connection between good corporate […]

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The Ascendancy of Finance

Ascendancy of Finance – Reviewed

The Ascendancy of Finance (link) by Joseph Vogl, explains the dramatic transfer of power to  the financial sector that occurred over centuries but accelerated during the recent financial crisis. Traditionally, markets limited state power and were, in turn, restrained by the nation states. As Vogel notes, “In this theoretical myth, spaces of freedom are weighed against concerns […]

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Center for Political Accountability

Center for Political Accountability: Video Friday

Since 2003, the Center for Political Accountability (CPA) has spearheaded disclosure and accountability in corporate political spending. Corporations are the top political spenders at the state and local level. They are a dominant force in shaping public policy. Next proxy season, I will join the Center for Political Accountability in filing proposals on this important topic. […]

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Climate Competency

CII: Climate Competency & Risk

Shifting Investor Perspectives on Climate Risk & Board Climate Competency These notes on climate competency are my last post from the Council of Institutional Investors Fall 2017 conference.  Find more at #CIIFall2017.  As a member of the press, I was excluded from the policy-making meetings. Still, it was a great opportunity to touch base with members […]

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IRRCi Research Award Winners

IRRCi Research Award Submissions Due

IRRCi Research Award Submission Deadline is October 6, 2017. Two categories: Practitioner and Academic. Winners to Receive $10,000 each and get to present at the 2107 influential Columbia University Millstein Center Forum. The Investor Responsibility Research Center Institute (IRRCi) is accepting submissions through October 6, 2017, for its sixth annual competition for research that examines the interaction […]

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Index Providers Speak

CII: Index Providers Speak

Index Providers Speak: Policy Process and Voting Rights Index providers spoke at #CIIFall2017 about how they develop their policies. Specifically, they discussed recent developments around voting rights. Index Providers Represented Annalisa Barrett, Clinical Professor of Finance at the University of San Diego (Moderator) David Blitzer, Managing Director & Chairman of the Index Committee, S&P Dow Jones Pavlo Taranenko, Executive Director, Index […]

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Richard Bookstaber

CII: Richard Bookstaber – Dynamic Risk Models

Richard Bookstaber: Human Complexity and the Financial Markets Richard Bookstaber discusses value at risk modeling — easily the most illuminating talk at #CIIFall2017. It was certainly statistics aimed at the layperson. However, in listening to him, I was glad I completed by PhD comprehensive in statistics 35 years ago.  I scribbled a few notes. Although I can’t […]

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William Hinman, Director of SEC's Division of Corporation Finance

CII: William Hinmam Interviewed

Keynote Interview: William Hinman of the SEC William Hinman, Director of the SEC’s Division of Corporation Finance, was interviewed by CII Co-Chair Gregory Smith, Executive Director, Colorado Public Employees Retirement Association at #CIIFall2017, I scribbled a few notes. As you can well imagine for someone speaking from such a sensitive position, there were no bombshell announcements. However, it […]

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Reeds, Inc independent board?

Reeds, Inc Wants Democratic-Free Zone

Reeds, Inc fights to deepen its a democratic-free zone through dilutions to strengthen the grip of insiders and by opposing proxy access. They are headed for private control, while keeping the company public. Last year, the founder picked a new board. Is it really independent? Reed’s, Inc (REED) develops, manufactures, markets, and sells natural non-alcoholic […]

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FedEx Fights

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 […]

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CII - Public Companies Endangered

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 […]

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5050 Climate Project: Key Climate Vote Survey 2017

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) […]

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CalPERS Watch Dogs Flaherman and Brown

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 […]

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The CEO Pay Machine (cover)

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 […]

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How to Think

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 […]

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related party transaction

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 […]

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Shareholder Society Offer More Rational Solution to Chamber's Issues

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 […]

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Walden Asset Management

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 […]

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Mutli-Class Share: Say ‘no’ to dual class shares - Mak Yuen Teen and Chris Bennett http://governanceforstakeholders.com/2015/11/28/say-no-to-dual-class-shares/

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…)

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Mutuality in Business

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 […]

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Shareholder Proposal Reform

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 […]

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Broad-Based Ownership

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 […]

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WD-40 win win

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 […]

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Broadridge Amends Proxy Access

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 […]

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Dalay 21c Fox Bid for Sky

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 […]

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ICCR

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 […]

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