Corpgov Bites

Catching up after Apache v Chevedden, here are a few news bits that caught our attention.

• The Business Roundtable: The Most Powerful Corporate Business Club Most Americans Have Never Heard of
• That’s My Money You’re Using – Ronald Gilson and Michael Klausner argue that after Citizens United managers should be required to seek shareowner approval of political activity, explaining the actions they intend to take, how those actions would be in the shareowners’ interests and what the cost will be. If they don’t make the case their spending will be voted down.
• Subverting a public process – Pensions & Investments calls on the SEC to make notes on the substance of meetings with organizations lobbying regulations public.
• Interview with Dr James Gifford, Executive Director, UN Principles for Responsible Investment (UNPRI)
• Boardroom INSIDER Compensation Trends – Paying directors half in stock and half in cash, “meeting fees” for directors are being replaced by overall retainers targeted to specific board roles, board stock targets gaining teeth; next possibility: “signing bonuses” to tempt boardroom talent.
• CalPERS may file shareowner petitions next year at 58 companies asking them to adopt the majority vote standards for electing directors.
• Governance: HQB Pre-AGM Season Investor Survey 2010 – HQB Partners surveyed corporate governance and/or proxy voting teams at 23 leading institutional investors in the United States, the United Kingdom, France and the Netherlands, managing assets in excess of US$ 11.1 trillion.
• Court Allows Apache to Exclude Chevedden’s Shareholder Proposal – Broc Romanek on What Will Companies (and the SEC) Do Now?
• Performance-Based Proxy Voting – voting advice for those only willing to make one decision. More quick proxy tips.
• SEC Brings Second Reg FD Case in Six Months – selective disclosure means trouble.
• Initiative for Responsible Investment Joins the Hauser Center for Nonprofit Organizations at Harvard
• Why Flattery is Effective – the stickiness of gut attitudes should be part of everyone’s calculations, not just those in marketing.
• Nell Minow testimony from Citizens United hearing – “I do not need to remind Members of Congress how virulent corporate spending has made the political process.   You all know that far better than anyone else.”
• Measurement Issues in the Proxy Access Debate – Joe Grundfest argues that an opt-in rule for proxy access is less likely to destroy shareholder wealth than an opt-out rule.
• Corporate Governance: Past, Present & Future – Bob Monks argues
  • only the federal government can create a framework of legally enforceable responsibility.
  • government enforcement will be central to creating an environment within which leaders of the fiduciary community can develop practices for selecting fiduciaries and for monitoring portfolio companies.
  • enlightened governmental guidance can also assure that this new cadre of corporate stewards equally represents (a) computer-selected shareholders – i.e., through index funds – with their wide perspective and (b) long-term owners of carefully chosen equities with their narrower focus on specific corporate performance.
  • government action will be needed to create a mechanism for compensating these corporate owner-stewards — a practical recognition of the asymmetry of responsibility between their duties and the non-participation of the passive owners for whom this cadre will serve as proxy.
• Top ESG Issues for 2010 Proxy Season: Climate Change, Toxics and the Impact of Natural Gas ‘Fracking’ on the Water Supply
• Enhancing Denny’s Three Directors At A Time – Investment firms Oak Street Capital Management, Macquarie Futures Inc. and Dash Acquisitions are looking to provide a shakeup to the Denny’s board by nominating their own slate of three directors.
• Kurz v. Holbrook – Shareholder Voting, Omnibus Proxies, and the Role of DTC: Amending the Articles
• ICCR has served as an “early warning system” since 1971 – Check out ICCR and donate now. They are why I got interested in corporate governance.
• Beyond SRI – The Future of Socially Responsible Investing – Watch the eventco-produced by the Marlboro MBA in Managing for Sustainability and Sea Change Media.
• SEC Allows Exclusion of AFSCME “bonus banking plus” proposal – just “ordinary business”  Isn’t that exactly what we’re trying to change?
• Be Careful of Bestowing Increased Rights to Shareholders – Robert Salomon is worried: “To the extent that we end up granting increasing rights to investors of the institutional “trader” variety, we might end up with a system that wreaks havoc for corporations and their management.”
• Academy Awards Broadcast Skirmish Provides Lesson in Corporate Governance
• Mutual funds look again at proxy voting – “sea change” in voting conduct
• Voting Your Shares May Start to Matter
• Two Cheers for International Women’s Day – 364 days of neglect