PIRC Ltd is seeking a talented and experienced individual to join and develop their longstanding institutional shareholder engagement work with listed companies. This will entail co-ordinating and ensuring accurate, on-time delivery of PIRC’s engagement consultancy services and projects on behalf of its clients. Salary commensurate with experience. Location: London. Applications must be on file by […]
Archive | July, 2010
Video Clip Friday
James McRitchie, 07/30/2010 ,
Friday… a good time for a visual break. Sheena Lyengar studies how we make choices – and how we feel about the choices we make. She talks about both trivial choices (Coke v. Pepsi) and profound ones, and shares her groundbreaking research that has uncovered some surprising attitudes about our decisions… some may even apply […]
7 Qualities of an Innovative Board
James McRitchie, 07/29/2010 ,
Strategic – A board that strives to be strategic makes a constant and conscious effort to ensure strategic focus to every issue it deliberates. Healthy Skeptics – Questions at board meetings should be clear and direct, not obtuse; open, not closed; positive and building, not negative and tearing down. Diligently Prepared – Directors cannot expect […]
2010 Proxy Season
James McRitchie, 07/28/2010 ,
Robert Kropp, writing for SocialFunds.com, ran a recent series of three posts interviewing people on the passing proxy season. First up was Environmental Shareowner Resolutions Gain Record Levels of Support in 2010 Proxy Season, in which Kropp interviewed Michael Passoff of As You Sow. Looking back on shareowner vote totals for first-time environmental resolutions over […]
Compiled Audio/Video Files of Conference Calls
James McRitchie, 07/28/2010 ,
Does anyone know of a resource that contains video and audio files for company conference calls, annual meetings, etc.? FactSet has their Call Street Database that has transcribed sessions for a fee, but no audio or video. If you know of audio or video resources, please e-mail me. Thanks.
SEC Creates New Mailboxes for Dodd-Frank Rulemakings
James McRitchie, 07/28/2010 ,
With an agenda full of mandated studies and rulemaking related to the Dodd-Frank Act, the SEC is trying a new approach to obtaining public input: Inviting public comment on a number of topics even before they get started through a number of e-mail boxes. Staff will also “try to meet with any interested parties who […]
Minow v Minow
James McRitchie, 07/27/2010 ,
Nell Minow claimed another award recently. The University of Chicago gave her an Alumni Association 2010 Professional Achievement Award. In her coverage, Meg McSherry Breslin includes this interesting bit of history concerning a run in with her father, Newton Minow, the former chairman of the Federal Communications Commission and a senior counsel at the Chicago […]
Shareholder Value Review in Your Future?
James McRitchie, 07/27/2010 ,
Wealth Creation: A Systems Mindset for Building and Investing in Businesses for the Long Term (Wiley Finance) by Bartley J. Madden combines several concepts like systems theory, lean production, Deming’s Plan-Do-Check-Act learning cycle, key performance variables (metrics) and a valuation model with greater emphasis on the cost of capital (including human capital) into a “competitive […]
New Resources: Sustainability Quotes, Crisis Timeline, Cal Corp Law & Proxy Access Avoidance
James McRitchie, 07/26/2010 ,
Quotes – The Business Case for Sustainability & CSR Reporting: Selected Quotes from the Business Community July 2010. Tim Smith of Walden Asset Management, offered up a helpful resource providing a selected set of quotes from CEO’s and company CSR reports on the business case for Sustainability and CSR reporting highlighting how they contribute to […]
TCL & GMI Merge
James McRitchie, 07/22/2010 ,
Two of my favorite corpgov organizations announced a merger today. Governance Metrics International has merged with The Corporate Library, “uniting the two leading global corporate governance research and risk ratings firms.” This merger creates the world’s leading independent firm dedicated to the development and sale of corporate governance risk ratings, governance advisory and analytical services […]
Annual Elections & Short-Termism
James McRitchie, 07/22/2010 ,
Annual elections of directors, do they ensure accountability to shareowners or encourage companies to concentrate too much on short-term returns. I was surprised to read the following in Responsible Investor (UK: stewardship elusive as pension funds buck governance code, 7/21/10): Hermes, Railpen and the Universities Superannuation Scheme – with combined assets of £106bn (€126bn) – […]
Crisis of Capitalism
James McRitchie, 07/21/2010 ,
The Royal Society for the encouragement of Arts, Manufactures and Commerce (RSA) has posted an animated lecture by sociologist David Harvey, which asks if it is time to look beyond capitalism, towards a new social order that would allow us to live within a system that could be responsible, just and humane. I found it […]
Dodd-Frank Webinar
James McRitchie, 07/21/2010 ,
President Obama just signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Time/CNN coverage). The Act contains a number of governance-related provisions that will affect all U.S. public companies—and their boards, and is likely to increase the influence of shareowners in corporate governance matters almost immediately. The NACD and Weil, […]
More Reports on the 2010 Proxy Season
James McRitchie, 07/21/2010 ,
Florida SBA. Several reports on the results of the proxy season piled in yesterday. One came from Florida’s State Board of Administration (SBA). During the fiscal year ended June 30, 2010, they executed votes on 3,568 public company proxies covering 28,284 individual voting items, including director elections, audit firm ratifications, executive compensation plans, mergers, acquisitions, […]
Annual Meeting Conduct
James McRitchie, 07/20/2010 ,
In the past we have reported on various outrages that have sometimes occurred at annual meetings, like when Whole Foods Markets denied an opportunity for a shareowner proponent to to present their resolution before the vote was taken in 2006. Months later, they issued the following response (Hole Foods Digs Out, 7/2006): After researching common […]
Posting Begins for Proxy Plumbing Comments
James McRitchie, 07/19/2010 ,
The SEC has begun posting public comments regarding their Concept Release on the U.S. Proxy System. I will probably focus my own review on Part IV, section B. “Means to Facilitate Retail Investor Participation.” I sent in a set of initial comments dated 7/16/10, which focus on the need for an An Open Proposal for […]
Dodd-Frank, End of Middle Class & Clownfish
James McRitchie, 07/16/2010 ,
I’m off reading the SEC Concept Release on the U.S. Proxy System, aka proxy plumbing, so no time to cover news. Be sure to download Mark Latham’s helpful Table of Contents with page numbers in doc or pdf format. Broc Romanek has all the coverage of the Dodd-Frank bill that I need… although it will be a while […]
Enter CorpGov.net's WayBack Machine
James McRitchie, 07/16/2010 ,
In July 2000 we reported reaction to Delaware’s new law which allows corporations to hold shareholder meetings solely in cyberspace. Karen Hampton of Ford said webcasting of meetings will increase. Charles Elson, of the Center for Corporate Governance at the University of Delaware, indicated he likes to “see people eye-to-eye. Yet the world is changing.” […]
Do Directors Get Adequate Support?
James McRitchie, 07/15/2010 ,
For the past few months, Alex Todd of Trust Enablement Incorporated, has been conducting a survey to determine to what extent corporate directors feel they are receiving sufficient support to perform their duties. Although he has already compiled interim results, the survey will remain open in order to obtain a sufficiently large sample size for […]
SEC Concept Release on Proxy Voting + Table of Contents
James McRitchie, 07/15/2010 ,
On July 14, 2010, the SEC published its Concept Release on the U.S. Proxy System, aka proxy plumbing. Mark Latham, a member of the SEC Investor Advisory Committee (SECIAC) and author of VoterMedia Finance Blog created a Table of Contents with page numbers, which you can download from his blog in doc and pdf formats. […]
Shorting the Least Transparent
James McRitchie, 07/14/2010 ,
24/7 Wall St. reviewed the performance of 50 companies Audit Integrity rated “Least Transparent” in the month of June, including three with“Insider Trading.” Among the largest companies in the list, the average return was a negative 8.6% in June compared to a drop of 7.75% for the Russell 1000. Smaller companies fared worse, with an […]
Hedge Fund Avoids Shareowner Vote on Sale
James McRitchie, 07/14/2010 ,
Activist hedge fund Strategic Turnaround Equity Partners (STEP) is taking legal action against Detroit-based United American Healthcare Corporation (UAHC). UAHC apparently amended its bylaws so it did not need approval from regulators and shareowners to issue in excess of 20% of its shares to Pulse Systems. STEP portfolio manager Gary Herman branded UAHC as “the […]
Proxy Plumbing Concept Release
James McRitchie, 07/14/2010 ,
As expected, the SEC met this morning and unanimously approved a concept release on revamping portions of the U.S. Proxy System. There is a 90-day public comment period for this release. The SEC staff will collect comments and, if they deem it necessary, make a recommendation to the SEC commissioners for a rule change or […]
An Open Proposal for Client Directed Voting
James McRitchie, 07/14/2010 ,
According to the SEC, “client directed voting” will be included in a forthcoming concept release on “proxy plumbing” issues and SEC Chairman Mary L. Schapiro now indicates review by the Commission is forthcoming (see this post on the Forum). It is critical that shareowners become familiar with this term. The SEC can shape their concept […]
SEC Priorities
James McRitchie, 07/14/2010 ,
You’re reading this because you’re interested in improving corporate governance. It’s also pretty safe to believe that you are pleased with the sections of the almost final financial regulation bill that are intended to improve proxy access for minority shareholders. I hope that this means that you are also bemused and concerned by the recent […]
TIAA-CREF Annual Meeting
James McRitchie, 07/13/2010 ,
TIAA-CREF, the nation’s largest pension system and a leader in corporate social responsibility, has come under fire from a coalition of academics and activists who are questioning TIAA-CREF’s commitment on a range of social responsibility issues. “TIAA-CREF’s tagline is ‘financial services for the greater good,’ but it seems like the only good they are concerned […]
Proxy Plumbing in Three Parts
James McRitchie, 07/13/2010 ,
According to a post by Jeff Morgan of the National Investor Relations Institute (SEC Previews Proxy Mechanics Concept Release), tomorrow’s concept release from the SEC will consist of three parts (meeting to begin at 10 am EDT): Accuracy, transparency, and efficiency in the voting process: over-voting and under-voting, vote confirmation, voting and securities lending, proxy […]
Risk, Sustainability & Responsibility
James McRitchie, 07/13/2010 ,
In the 21st century, corporate health and success are inextricably linked to the adequacy of security management. Poor security management can lead to operational disruptions and financial losses. For this reason, boards of directors need to take ownership of security in the same way they take ownership of other critical aspects of the business. To […]
End of Middle Class in US
James McRitchie, 07/12/2010 ,
James Fallows reports something that rings true to me from the Aspen Ideas Festival, quoting some comments by Bharat Balasubramanian, an engineering executive from Daimler AG in Germany (Today’s Pithy, Cautionary Note on Economic Trends, The Atlantic, 7/10/10): I will state that there will be a polarization of society here in the United States. People […]
Populism Begins in the Boardroom
James McRitchie, 07/12/2010 ,
There is an intriguing place where we might begin the work of a renewed economic populism: in corporations, not the capital. If the goal of populism is the amelioration of life for the many, then President Obama could strike a confounding (in a good way) pose by calling on the private sector to take up […]
Preliminary No-action Lessons from 2010
James McRitchie, 07/09/2010 ,
DavisPolk issued a client memorandum on April 15, 2010 that just come to my attention, 2010 Proxy Season Early Trends: More Proposals, and More Exclusions. (Hat tip to Timothy Smith of Walden Asset Management). The memo notes: Last year’s Staff Legal Bulletin 14E restricted the grounds on which proposals could be excluded, which led some […]
Open Government: Lessons for Corporate Governance
James McRitchie, 07/09/2010 ,
Daniel Lathrop and Laurel Ruma have edited a new volume, Open Government: Collaboration, Transparency, and Participation in Practice. Although the book is focused on civil governments, I found lessons here for corporate governance as well. For example, the chapter by Douglas Schuler discussed online deliberation, including the work of e-Liberate, which developed an online version […]
CorpGov Bites
James McRitchie, 07/08/2010 ,
Opinion: Business to Blame for Anti-Business Mood, Marty Robins, Special to AOL News, 7/8/10. Where management was utterly disengaged from the business at hand, is it any wonder the public, and lawmakers, are demanding more regulation of the economy… resistance to good-faith efforts to improve governance by bolstering management oversight doesn’t endear business to society. […]
Virtual Meetings
James McRitchie, 07/08/2010 ,
Shocker! More Companies Holding Virtual-Only Shareholder Meetings, I just dug out a good half-dozen companies that have conducted all-virtual annual meetings this year that I didn’t know about. Sign up for September program, Holding the Virtual Annual Meeting: Factors to Consider and Practice Pointers. (theCorporateCounsel.net/Blog, 7/8/10) Reminder: Shareholder Forum’s open meeting on July 13, 2010. […]
The Cove, Ceres and Utility Industry Reforms
James McRitchie, 07/08/2010 ,
I’m sure most readers have heard of The Cove, a movie directed by Louie Psihoyos where daring animal activists film a dolphin slaughter at Taijii, Japan. Frankly, it was one I was going to bypass. Who wants to watch dolphins being killed? However, after listening to Sea Change Radio’s Alex Wise interview Louie Psihoyos I’ve […]