Archive | June, 2010

SEC Adopts Pay to Play Regulations

In a unanimous vote Wednesday, the Securities and Exchange Commission adopted a regulation designed to curtail so-called “pay to play” schemes in which advisers try to curry favor with politicians by donating to their campaigns. Under the rule, if an investment adviser or certain employees of an advisory firm contribute to a politician with influence […]

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Fortune Uses Proxy Democracy to Question Vanguard

In a 4-minute video, Fortune asks Vanguard’s CEO, based on Proxy Democracy data, why they vote against management less than 85% of funds. The CEO answered that Vanguard has its principles on the Internet and frequently engages with the companies it invests in. He thinks they’ve been successful with quiet diplomacy. From those principles: The […]

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NoCal NACD and Others on 2010 Proxy Season

On June 29th the Northern California Chapter of the National Association for Corporate Directors held a low-cost high-quality lunch-time meeting at the headquarters of the California Chamber of Commerce. Now that we have wrapped up the 2010 Proxy Season with issues this year like executive compensation, risk management and high profile withhold campaigns for some […]

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Placing Corporate Law Within a Political Context

The Corporation as Imperfect Society by Brian M. McCall articulates a corporate metaphysics rooted in the political philosophy of Aristotle. The dominant models of corporate law and philosophy are rooted in the realm of private law, especially contract, agency and property law. Corporations are viewed as a nexus of contracts or as vehicles for joint […]

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Proxy Access Update

A recent report from the Altman Group provides the best short update on proxy access that I have seen. They recommend to clients that “the Rubicon has been crossed. It is time for companies to start thinking about conducting over coming months detailed Governance Risk Assessments examining the challenges that are likely to be presented […]

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CorpGov All Atwitter

Board member are finally discovering LinkedIn and Twitter. BoardMember.com advises readers they can see what’s being tweeted on corporate governance  by searching #corpgov. “In addition to the many publications that maintain Twitter accounts (think: Wall Street Journal, New York Times, and business magazines), there are activisits, attorneys, and CEOs using this medium.” (Who’s Who in […]

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Self-Selecting Aspirational Peer Group: Impact on CEO Pay

The Investor Responsibility Research Center (IRRC) Institute and PROXY Governance Inc. (PGI) today released a new study, “Compensation Peer Groups at Companies with High Pay,” that identifies a subset of S&P 500 companies with high pay that is not aligned with high performance. The data reveal that high executive pay companies self-select larger than appropriate […]

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Shareholder Forum on eAGMs

Gary Lutin’s Shareholder Forum is putting together an impressive panel of luminaries to help consider proposed standards for judging the fairness of communications associated with voting at shareholder meetings, assuring a shareholder’s right to: (a)      present questions and views to a company’s managers and to other shareholders, (b)      observe the presentation of other shareholders’ questions […]

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House "Compromise" on Proxy Access

Thanks to Ted Allen of Risk Metrics for his continuing coverage of the financial reform legislation. (House Lawmakers Propose Compromise on Proxy Access, 6/24/10) Today he reports that, as expected Rep. Barney Frank said House lawmakers won’t support Senator Dodd’s proposal to impose a 5% ownership threshold and a two-year holding period on investors who […]

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Ceres is Hiring

Are you ready to change corporate, investor and business practices on climate change and other sustainability challenges? Do you have the strategic savvy to engage entire industries — the insurance sector, for example — to tackle the business impacts from global warming? Ceres is seeking the best and the brightest candidates. Ceres is a national […]

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CorpGov Bites

WSJ reports on the effort of CalPERS, CalSTRS and CII to recruit “scores of executives” to be nominated for seats on poorly performing corporate boards of companies in which they hold shares. Dubbed 3D for “Diverse Director Database,” the initiative is linked to coming SEC rule changes to provide proxy access to corporate boards. (Calpers […]

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Proxy Season Roundup

Bruce Herbert, President, and Larry Dohrs, Vice President of Newground Social Investment were interviewed by Diane Horn for the Sustainability Segment of Mind Over Matters, in an hour-long radio interview on June 12, 2010 at Seattle’s KEXP.  Herbert and Dohrs provide a great overview of SRI and a colorful review of the 2010 proxy season […]

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Manifest's e-mail to Valerie Jarrett

June 17, 2010 to Jarrettpublic@who.eop.gov Good morning Ms Jarrett; My name is Sarah Wilson, I am CEO of Manifest, a European proxy voting agency based in the United Kingdom. We act on behalf of a range of international investors ranging in size from small public pension funds to major European Sovereign Wealth Funds, in total […]

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Stoneridge Should Stand

Rep. Frank undermines the effort to improve governance with his effort to include in the financial regulation bill a bonanza for the plaintiffs’ securities bar provided by a reversal of the Supreme Court’s  Stoneridge decision [discussed in WSJ lead editorial of 6-18-10, Reforming Main Street]. As a transactional lawyer who dealt with the consequences of […]

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Proxy Access: Monday AM

The Huffington Post appears to have the latest coverage, White House Flip Flops On Reining In CEO Pay, 6/17/10. I watched the televised Conference Committee where Chuck Schumer failed (on a vote of 4 to 8) to delete Dodd’s amendment that basically guts proxy access by limiting it to one 5% shareowner, an impossibly high […]

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Networking at ICGN 2010

ICGN conferences are a great place to network with others in the field of corporate governance from around the world. The 2010 conference in beautiful Toronto Canada was no exception. I’ve reported on day 1 and day 2 of the topical sessions. Now time to cut loose a little. The best example of that, within […]

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CII Adds Voice to Outrage re Gutting of Proxy Access

The Council of Institutional Investors sent out an alert today, which reads in part as follows: All Council members opposed to the Senate’s proposed 5% ownership requirement for proxy access are strongly encouraged to call and email White House advisor Valerie Jarrett TODAY. As a senior advisor to President Obama, Jarrett has significant influence over […]

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I Think I'm Going to be Sick: Obama and Proxy Access

According to the Hufffington Post (White House Guts Reform To Protect CEO Pay, 6/17/10), the White House is behind the latest move to kill proxy access at the request of the Business Roundtable. When questioned on the issue, a White House spokesperson responded: “It was not part of our original proposals, and we have not […]

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E-Mail from Lynn Turner on Proxy Access

An email from Lynn Turner below and frequent emails this morning from Tracey Rembert highlight key provisions we are in danger of losing, in the broader fight for shareowner rights and corporate governance. Elected officials need to hear from all of us about how important these provisions are, especially proxy access. Corporations are lobbying hard […]

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Conference Committee Threatens Proxy Access

According to the latest update from the Social Investment Forum conferees are meeting now to discuss the 5% proxy access provision the Senate offered yesterday.  This is a “backroom” maneuver, given that this provision is not in EITHER the House or Senate bill, and CII, SIF and Americans for Financial Reform, among others, strongly opposes […]

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ICGN Day 2: CorpGov.net Coverage

ICGN 2010 Annual Conference, The Changing Global Balances: Toronto, Canada Publisher’s Disclaimer: Many of the speakers, especially those affiliated with governments, indicated their remarks represent their own personal views. Not being the  best note-taker, what follows are my cryptic recollections and personal comments. I’d say they are for entertainment purposes only, but that would lead […]

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Urgent Call to Save Proxy Access

The Social Investment Forum learned late this afternoon that the Senate may set a threshold for proxy access at 5 percent for all companies.  This would effectively render proxy access useless, expect in very rare circumstances.  They want the language in the Senate bill because it simply grants the SEC authority to move forward with […]

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ICGN Day 1: CorpGov.net Coverage

ICGN 2010 Annual Conference, The Changing Global Balances: Toronto Publisher’s Disclaimer: Many of the speakers, especially those affiliated with governments, indicated their remarks represent their own personal views. Not being the  best note-taker, what follows are my cryptic recollections and personal comments. I’d say they are for entertainment purposes only, but that would lead readers […]

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Devon's AGM (Updated)

John Chevedden recently had one of his more common shareowner proposals at Devon Energy (update at bottom): Resolved, Shareholders request that our board take the steps necessary so that each shareholder voting requirement in our charter and bylaws, that calls for a greater than simple majority vote, be changed to a majority of the votes […]

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Mercer's Responsible Investment Update

Mercer’s Responsible Investment Newsletter (June 15, 2010) outlines preliminary results of integrating ESG analysis into global equity portfolios. Our analysis of the beta of ESG integration has so far been quite positive – ESG factors are material and integrating these factors into investment decision-making can reduce investment risk without sacrificing return… Initial analysis on adding […]

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Resignations Could Spell Trouble

Outside directors have incentives to resign to protect their reputation or avoid increased workload when they anticipate the firm will perform poorly or disclose adverse news. In find no real surprise in the research of Fahlenbrach, Low, and Stulz who find strong support for the hypothesis that following surprise director departures, affected firms have stock […]

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Reign of the Shareholder is Over?

I just returned from ICGN 2010 (and will post on that next week). Among the thousands of e-mails I received during my week of absence, one stands out (although I haven’t gone through them all). Brendan Sheehan, the usually thoughtful Executive Editor of the Corporate Secretary, posits the “Reign of the Shareholder is Over” because […]

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Notes from Shareowner Meetings

Matthew Rafat seems to be about the only person out there routinely posting notes about what has been going on at shareowner meetings. I wish he would include announced votes and more on corporate governance issues. Still, I find his posts to be generally informative. Recently, he reported on Cadence, Callidus Software, and the California […]

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