On the eve of Memorial Day weekend, here is some relevant reading from Marcy Murninghan. As many of you know, the GRI just completed its biennial conference, and by all accounts, it was magnificent. Some highlights: During the Opening Plenary, GRI’s Chief Executive Ernst Ligteringen outlined two goals for the next decade. Firstly, GRI proposes […]
Archive | May, 2010
PIRC CorpGov and RI Journalism Awards
James McRitchie, 05/27/2010 ,
In recognition of the important contribution that journalists make in the areas of corporate governance and responsible investment, and to encourage quality journalism, PIRC and Robbins Geller Rudman & Dowd LLP are awarding Corporate Governance and Responsible Investment Journalism Awards. These awards will recognize journalists who are helping record and clearly explain the issues emerging […]
Worth Reading
James McRitchie, 05/27/2010 ,
The Deal Magazine’s Guide to Corporate Governance provides a great introduction to the subject, divided into bite-sized segments. What Berle and Means have wrought – “a complete guide to the corporate governance complex of attorneys, dealmakers, academics, judges and politicians.” Attorneys – Here the focus is on Ira Millstein and Marty Lipton at the opposite […]
Q&A on Client Directed Voting
James McRitchie, 05/25/2010 ,
Historically, most retail shareowners have tossed their proxies. During the first year under the “notice and access” method for Internet delivery of proxy materials, less than 6% voted. This contrasts with almost all institutional investors voting, since they have a fiduciary duty to do so. “Client directed voting” (CDV), a term coined by Stephen Norman […]
Review: Rethinking the Board's Duty to Monitor
James McRitchie, 05/25/2010 ,
In “Rethinking the Board’s Duty to Monitor: A Critical Assessment of the Delaware Doctrine,” to be published in 2011 in the Florida State University Law Review (current version available ssrn.com), Prof. Eric Pan of the Cardozo Law School substantially advances the discussion of how corporate governance needs to be improved in order to minimize the […]
Behavioral Economics
James McRitchie, 05/25/2010 ,
Remarks by Dan Ariely, author of The Upside of Irrationality: The Unexpected Benefits of Defying Logic at Work and at Home, at the SEC Investor Advisory Committee (May 17, 2010, morning session) are well worth watching. Just a few cryptic observations to whet your appetite. Duration doesn’t matter as much as intensity. High pain that […]
How I Voted: SunOpta, Ballard, Sirius, RiskMetrics
James McRitchie, 05/24/2010 ,
Sorry to say my usual sources for voting advice had very little to say on several of my smaller companies. I found no advice on SunOpta or Ballard Power Systems, so voted with management on both. For Sirius Satellite Radio, I voted with Trillium… the only fund with votes posted to ProxyDemocracy.org. For RiskMetrics, I […]
CorpGov Provisions in Senate Bill
James McRitchie, 05/22/2010 ,
Annette L. Nazareth of Davis Polk & Wardwell LLP nicely summarizes the provisions of the Restoring American Financial Stability Act of 2010 that passed the Senate in her post on the Harvard Law CorpGov blog, Senate Bill Passes with Broad Corporate Governance and Compensation Provisions, 5/21/10. Listing exchanges would be required to impose a majority […]
Strine Rocks Stanford
James McRitchie, 05/21/2010 ,
The last time I covered an event sponsored by the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford I complained that it was just attended by a few Stanford students. Such a program would have packed the house at Harvard, with students coming from all over the Boston area. (Stanford Rock Center […]
Life Created
James McRitchie, 05/20/2010 ,
Not directly related to corporate governance but just something interesting to pass along… Scientists for the first time have created a synthetic cell, completely controlled by man-made genetic instructions, which can survive and reproduce itself, researchers at the private J. Craig Venter Institute announced Thursday. Created at a cost of $30 million, the experimental one-cell […]
Sustainability Reporting
James McRitchie, 05/20/2010 ,
The Corporate Library has a new free report well worth downloading, Ten Myths About Sustainability Reporting. Kimberly Gladman explains how the UN’s GRI has become mainstream. According to SIRAN, almost all S&P 100 companies disclose some sustainability informaon either in reports or on their websites. UNI’s principle to “seek appropriate disclosure on ESG issues by the […]
Update on Virtual Shareowner Meetings
James McRitchie, 05/19/2010 ,
As they have done for the past few years, Intel Corp. hosted a hybrid shareowner meeting today, allowing shareowners to attend in person or via the Internet. This meeting was important because Intel had planned to make it a virtual meeting, hosted exclusively on the Internet. A strong reaction from shareowners prompted Intel to back […]
Bogle on Taking Ownership
James McRitchie, 05/19/2010 ,
I wish there were more than one Jack Bogle; the founder of the Vanguard funds seems to stand alone all too often. Kimberly Gladman, of The Corporate Library, blogged on his talk at the CFA Institute conference in Boston this morning. He noted that no mutual fund company has ever filed a shareholder proposal opposed […]
How I Voted: Home Depot, Interface & Talbots
James McRitchie, 05/19/2010 ,
Home Depot: Since I’m only getting around to voting the day before the meeting I knew I couldn’t vote at MoxyVote.com but I went there anyway because it is very easy to pull up the proxy there. I also went to CalPERS but they had no voting advice on HD. I then went to ProxyDemocracy.org, […]
Massey Board Under the Gun
James McRitchie, 05/18/2010 ,
The following is a statement from the CtW Investment Group Executive Director William Patterson regarding the results of the shareholder vote at today’s Massey Energy Company annual meeting. Preliminary tallies indicate that shareholders cast 49.8% of their shares against Dan Moore, 49.6% against Baxter Phillips Jr., and 48.5% against Richard Gabrys. This razor thin vote […]
Addressing Risk in Money Market Funds
James McRitchie, 05/18/2010 ,
Capital Advisors Group (CAG), a leading institutional investment advisor focused on short-term cash investing, announced the launch of FundIQ – “the industry’s first money market fund research product designed to help treasury professionals pursue investment performance by applying the firm’s new fundamental risk analysis process and an independent credit opinion to institutional prime money market […]
Positive Changes at ShareOwners.org
James McRitchie, 05/17/2010 ,
ShareOwners.org announced today that Tracy Stewart is moving from her post as corporate governance manager at the Florida State Board of Administration to serve as the advocacy group’s first executive director. ShareOwners.org also disclosed that CalPERS has named William Sherwood-McGrew, a portfolio manager within the system’s Global Equity Corporate Governance Program, to join the ShareOwners.org […]
SEC XBRL Mandate For Dummies
James McRitchie, 05/17/2010 ,
Clarity Systems is issuing its book, SEC XBRL Mandate For Dummies, as a free download… at least on a temporary basis. It is designed to give you the basics about the U.S. Securities and Exchange Commission’s (SEC’s) XBRL mandate. It looks like a good resource for comparing Outsourced XBRL, Bolt-On XBRL, Integrated XBRL approaches. Hey, […]
Shell Pension Fund Engages
James McRitchie, 05/17/2010 ,
Stichting Shell Pensioenfonds, the €15bn scheme for the oil giant’s Dutch employees, engaged with 117 companies on corporate governance and responsible investment issues in the first three months of this year through advisor, Hermes Equity Ownership Services. Issues discussed included board structure, executive remuneration, child labor, climatic change, controversial weapons, water control and corruption. The […]
CA FPPC Ups Fine of CalPERS Director: Possible Suspensions in Future
James McRitchie, 05/14/2010 ,
Priya Mathur, an otherwise conscientious director at CalPERS from what I know, faces her third fine for failing to timely disclose her financial interests. She reportedly evaded service of legal papers and other efforts to reach her by staff of the California Fair Political Practices Commission, so the Commission increased her fine from $3,000 to […]
CEOs Running Scared in Washington
James McRitchie, 05/14/2010 ,
Businesses have intensified their efforts to kill the “proxy access” provision of the Senate’s financial regulation bill. Forty CEOs lobbied in Washington, DC last week alone. “This is our highest priority,” said John Castellani, president of the Business Roundtable, which represents 170 chief executives. Last week alone, Castellani said, 40 chief executives were in town visiting […]
SEC's IAC Meeting Agenda for May 17
James McRitchie, 05/14/2010 ,
The Securities and Exchange Commission has posted the agenda and schedule for the Investor Advisory Committee meeting in Washington, DC for this coming Monday, May 17. Webcast should be linked from here or here. Hat tip to Committee member Mark Latham and his VoterMedia Finance Blog for the reminder. Dan Ariely, an expert on behavioral […]
Verizon Communications: Deliberate Cheating or Just Error?
James McRitchie, 05/13/2010 ,
John Chevedden sent along this example of a shareowner proposal by Kenneth Steiner to allow shareowner’s holding 10% of the company’s shares to call a special meeting. The proxy language was butchered, removing the title. Verizon claims stripping away the title of the proposal had no impact on votes. Chevedden points out Verizon didn’t strip […]
No-Action Letters in Question
James McRitchie, 05/12/2010 ,
Robert A.G. Monks submitted a couple of shareowner proposals asking for chair and CEO positions to be split. The companies appealed to the SEC and were granted no-action letters… the SEC would take no action if the companies left the proposals off their proxies. Now Monks says the SEC should get out of the business […]
Sustainability Report Proposal Wins 43%
James McRitchie, 05/12/2010 ,
A resolution submitted to St. Jude Medical requesting the company to publish a sustainability or corporate responsibility report around issues such as the environmental impact of its products and services as well as its workplace practices, such as diversity practices won almost 43% of share votes. Over 20 investors co-sponsored the resolution, among them the […]
Vanguard on Corporate Governance
James McRitchie, 05/11/2010 ,
It is great to see an article in the WSJ from John Brennan, chairman emeritus of Vanguard on Improving Corporate Governance: A Memo to the Board (5/10/10). Brennan says boards are improving and offers several bits of advice to keep the momentum going: 1) Know that you are the shareholders’ first line of defense. 2) […]
How I Voted at NutriSystems & Morningstar
James McRitchie, 05/11/2010 ,
I looked up both companies at ProxyDemocracy.com, CalPERS and MoxyVote.com. Only ProxyDemocracy.com had useful voting advice. I voted with Florida SBA at both companies. I’ve got upcoming votes at Talbots, Home Depot, Suntopia, Serius XM, Ballard and Raser. See all my companies. Opinions on how to vote, welcome.
CorpGov Bites
James McRitchie, 05/11/2010 ,
Boston Scientific Corp., which posted a $1.6 billion first-quarter loss, is on probation for concealment of safety defects in its heart defibrillators earlier in the decade and is faces charges of overpaying its CEO, is barring media from its shareholders meeting tomorrow morning. Beth Young, of the Corporate Library said, I think it’s not the […]
How I Voted at EW Scripps, Dreamworks & Valeant
James McRitchie, 05/10/2010 ,
I procrastinated too long to vote at MoxyVote.com on these issues. They close voting three days in advance, since they are in beta and are want to be able to ensure against last minute glitches. I checked for votes at ProxyDemocracy.org and voted with Florida SBA at EW Scripps and Dreamworks. At Valeant, I voted […]
CorpGov.net WayBack Machine
James McRitchie, 05/10/2010 ,
Ten years ago in CorpGov.net. BusinessWeek calls governance activist investor Andrew Shapiro the Gary Cooper of corporate governance in their 5/29/2000 edition. I didn’t quite get the connection. Maybe its that Shapiro charisma or that frontier mystique with a worldly polish. Regardless of his relation to the film star, the article pointed out Shapiro’s bylaws, […]
Money for Nothing: Get it for Free
James McRitchie, 05/09/2010 ,
Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions by John Gillespie and David Zweig. I reviewed the book under the heading, Fix the Boards – Fix the System. Act quickly and you can get your copy of this excellent book for free. The first 25 Moxy Vote […]
Apache to Shareowners: Give Us Your Money and Shut Up
James McRitchie, 05/08/2010 ,
John Chevedden forwarded a report he received from on Apache’s annual meeting. No one spoke on the vote [ballot] items. I saw no press. The meeting length was 1.5 hours and well presented. There was a power point presentation by all three execs. Estimated attendance is 400 persons. I think mostly employees. Farris spoke the […]
Stanford Rock Center Proxy Access Forum
James McRitchie, 05/07/2010 ,
The Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University has quickly emerged as a focal point for conferences and seminars, research, and the development of new educational and course materials. The May 6th Proxy Access Forum was the latest iteration of the fine work being done at the Center. My disclaimer: […]
Cognitive Bias
James McRitchie, 05/07/2010 ,
With much of the low hanging fruit of “best practices” already agreed upon and institutionalized, Dan Boxer who is an Adjunct Professor of governance, ethics and social responsibility and co-chairs the Governance Symposium at the University of Maine Law School, is among those turning more attention to behavioral science impacts on corporate board decision making […]
Corporate Governance: Principles and Practices
James McRitchie, 05/06/2010 ,
Billed as the first law school casebook in its field, Corporate Governance: Principles & Practices, should also appeal to students of management, corporate directors, shareowners and anyone interested in the major legal concepts, laws and court cases that shape this dynamic field. The many questions raised in each chapter are helpful in clarifying issues likely […]