Yesterday, Michelle Leder had an interesting post, Climate change, baked goods and Sara Lee … at footnoted.com. ESG disclosures concerning global climate change are increasing in 10-k and 10-Q filings. Leder cites Molson Coors disclosure in its recent 10-Q: While warmer weather has historically been associated with increased sales of beer, changing weather patterns could […]
Archive | August, 2010
Altman Done With New Corporate Proxy Clients
James McRitchie, 08/31/2010 ,
The Altman Group, a proxy firm founded by 35-year industry veteran Ken Altman, has revealed it will not accept new corporate proxy clients. Deep-pocketed competition in the US proxy space and an exodus of top talent have prompted the Altman Group to focus on other areas, including its main business doing proxy work for mutual […]
AFSCME Seeks Muni Bond Victims
James McRitchie, 08/30/2010 ,
Apparently, the SEC is going to hold a field hearing in California in late September… probably in the Bay Area. AFSCME is looking for people who lost money investing in municipal bonds (eg. Vallejo). They would like them to testify at the field hearing and can provide training on what to expect and how to be most […]
Open eMail to NYSE Re Blank Votes
James McRitchie, 08/30/2010 ,
Janet Kissane, SVP & Corporate Secretary NYSE Euronext Legal & Government Affairs Dear Ms. Kissane: Earlier this month the NYSE announced it intends to amend NYSE Rule 452 to prohibit members from voting uninstructed shares if the matter to be voted on relates to executive compensation, including “say-on-pay” proposals, at meetings occurring after July 21, 2010. An exception will be […]
Video Friday
James McRitchie, 08/27/2010 ,
This Week in the Boardroom generally has interesting videos every week. The 8/26/10 post, New Proxy Access Rules, featured TK Kerstetter, CEO & President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext and Stephen Lamb, Partner, Paul Weiss. Be sure to check out prior editions, such as the 8/5/10 interview with Kenneth Bertsch, […]
Proxy Access Concerns
James McRitchie, 08/26/2010 ,
I received the following from Andrew Shapiro, President, Lawndale Capital Management, LLC yesterday afternoon. This morning, the SEC released and approved final rules relating to Proxy Access. These rules were a bit changed from earlier comment releases and greatly limit practical use of the new rule. The full adoption release (451 pages) can be found […]
Model CSR Reporting
James McRitchie, 08/25/2010 ,
The John Lewis Partnership’s 2010 Corporate Social Responsibility (CSR) report, A shared passion, summarizes the business’s progress during 2009/10 at The report includes an update on the Partnership’s commitments to dealing fairly with suppliers, selling responsibly sourced quality products, making a positive difference to the communities in which it operates and reducing its impact on […]
Proxy Access: Private Ordering with High Threshold Minimums
James McRitchie, 08/24/2010 ,
Since filing the initial 21st century petition for proxy access in 2002 with Les Greenberg, I have written extensively on the need. With the 3-2 vote by SEC commissioners, as most expected, it will soon be a reality… in time for at least a portion of the 2011 proxy season. What we proposed back in […]
Investment Clubs Get Moxie
James McRitchie, 08/24/2010 ,
BetterInvesting, the nonprofit association serving the retail investor primarily through education and investment clubs, announced a strategic partnership with Moxy Vote. BetterInvesting will promote the use of Moxy Vote’s free online proxy-voting service. According to Kamie Zaracki, CEO of BetterInvesting: We’re excited to work with Moxy Vote. Since 1951, our association has been advocating that […]
Corporate Board Member
James McRitchie, 08/23/2010 ,
Several interesting articles in the current issue of Corporate Board Member. Nice to see coverage there of the Proxy Disclosure blog by Mark Borges, part of the CompensationStandards.com group. Borges spend four years as special counsel at the SEC’s office of rulemaking before joining the Mercer consulting firm. Regarding the new pay disclosure rules, In […]
Video Friday
James McRitchie, 08/20/2010 ,
VoterMedia.org is a website that helps a community connect with its elected leaders, by letting voters allocate community funds to competing blogs. It motivates the bloggers to become community media. In this video, students at the University of British Columbia talk about how VoterMedia has helped their student union, which is called the Alma Mater […]
Internal Auditing in Context
James McRitchie, 08/19/2010 ,
Internal auditing received a giant boost with the passage of the Sarbanes-Oxly Act in 2002, which requires company officers signing SEC reports to attest they have implemented the necessary internal controls to ensure they are informed of any material impact over financial reporting. SOX made it mandatory for many companies to determine financial reporting risks, design […]
CorpGov News Bites
James McRitchie, 08/19/2010 ,
CalPERS. A report from consultant Wilshire Associates found that activist involvement by CalPERS increased returns at many of the 142 “Focus List” companies. Prior to the pension’s involvement, the companies’ returns averaged 83.3% below their various benchmarks; afterward they yielded returns 12.7% above the benchmarks. Although the cumulative 12.7% is not as high as past results, their corporate governance program […]
Boardroom Insider
James McRitchie, 08/18/2010 ,
Ralph Ward’s Boardroom INSIDER, August 2010 edition, offers boards quick analysis and advice on what they should be doing now with regard to the Dodd-Frank Act. While no one in business likes more regulation, Dodd-Frank should be no new Sarbanes-Oxley. On its governance provisions, at least, there’s a sense that the law isn’t trying to […]
CorpGov WayBack Machine
James McRitchie, 08/18/2010 ,
Stepping into the CorpGov.net WayBack Machine, here’s just a few of the issues we were covering in the past. Ten years ago: “The last time someone voluntarily gave up power was in 1800, when George Washington did it,” said Les Greenberg. Greenberg wants shareholders of cafeteria operator Luby’s to vote in favor of removing anti-takeover […]
His Lips Are Moving: Deception During Conference Calls
James McRitchie, 08/17/2010 ,
Back in July I posted a question on Compiled Audio/Video Files of Conference Calls: Does anyone know of a resource that contains video and audio files for company conference calls, annual meetings, etc.? I was following up on the potential next phase Stanford University researchers could take in their study of lying CEOs, Detecting Deceptive Discussions in […]
Billionaires Giveaway: Who is Worthy?
James McRitchie, 08/16/2010 ,
I’m sure many recall the recent spate of articles on the results of a request by Bill and Melinda Gates and Warren Buffett to get billionaires joining in something of a movement to promise at least half of their fortunes to charity. (Pledge to Give Away Half Gains Billionaire Adherents, NYTimes, 8/4/10) One report noted, […]
Attention SEC Commissioners: Read Compliance Week Before Deciding on Access
James McRitchie, 08/16/2010 ,
I hope Commissioners read How to Improve Governance at Small Companies by Stephen Davis and Jon Lukomnik, Compliance Week, August 10, 2010. They’ll soon be making a decision with regard to proxy access. As I’ve mentioned on this blog several times, small companies shouldn’t be exempted… that’s where much of the abuse in corporate governance […]
2010 Board Member Election & Candidate Forum
James McRitchie, 08/14/2010 ,
The CalPERS Board of Administration consists of 13 members – six elected by members, three are appointed, and four are “ex officio” representatives. A State Board member election will be held this fall. The term of office will be January 16, 2011 – January 15, 2015. You are eligible to vote if you are an […]
Entrepreneurs and Democracy: A Political Theory of Corporate Governance
James McRitchie, 08/14/2010 ,
“From the unstable equilibrium between entrepreneurial force and social fragmentation emerges corporate governance that is both legitimate and performing,” directing the “productive action of people who want to stay autonomous and free.” The quick takeaway: corporate governance must increasingly become more democratic to be seen as legitimate. (more…)
Who May Sue You and Why: How to Reduce Your ERISA Risks, and the Role of Fiduciary Liability Insurance
James McRitchie, 08/13/2010 ,
Chubb asked the ERISA-experienced law firm of Morgan Lewis & Bockius, LLP, along with Alison L . Martin of Chubb’s Specialty Claims Department, to write this free booklet to help customers and brokers understand the potential liability that fiduciaries face in today’s litigious environment. Some of the most significant litigation concerning retirement plans includes: “Stock […]
Video Friday: Lappe & Haque
James McRitchie, 08/13/2010 ,
TEDxPotomac – Frances Moore Lappe: Why are we creating a world that no one wants? Why Economic Recovery Hinges on Values, Umair Haque, Harvard Business Review, 8/12/10.
Who Will Pay for CDV/AVI?
James McRitchie, 08/12/2010 ,
Interesting article, Who Will Pay for Client-Directed Voting?, at the Securities Industry Blog on August 10, 2010, asks: Will the SEC approve it? Even if it did, who would build the technology to implement it and who will pay for it? Or, maybe the answer is would the SEC approve it without knowing that someone […]
Capitalist Tool Misses Point on SRI
James McRitchie, 08/11/2010 ,
When Does Socially Responsible Investing Go Too Far?, an advice item at Forbes (“the capitalist’s tool”) on money and ethics misses a major point. A reader writes in that his wife “has become passionate about social and political issues and asked that we not invest in companies she believes are bad corporate citizens.” Her list […]
Walden Proposes Spit Chair/CEO at HP
James McRitchie, 08/11/2010 ,
Walden Asset Management filed a letter and resolution (WaldenHPLetterSepChairCEO8-10-10) with HP seeking separation of CEO and chair positions. Given the recent resignation of Mark Hurd (Mark Hurd’s Termination from HP: Case Study), timing seems ripe and important as HP searches for a new CEO. Walden cites Chairing the Board: The Case for Independent Leadership in […]
ESOPS Gain at Indian IT Firms
James McRitchie, 08/11/2010 ,
Indian IT firms are witnessing a significant jump in attrition levels. Retention has become a key challenge. Several IT firms are set to implement Employee stock option plans (ESOPs), reports Bibhu Ranjan Mishra from the Business Standard. Infosys discontinued its ESOP policy in May 2003, saying “the employees are not keen on it.” However, in […]
Do Weak Governance and Unclear Accounting Rules Explain the Explosion in Corporate Buybacks?
James McRitchie, 08/11/2010 ,
Corporate buybacks are now a daily news item. In 2007 US companies spent an astounding one trillion dollars on stock buybacks that exceeded dividends paid and accounted for two-thirds of net income that year. Since 2000 those same companies distributed three trillion dollars to shareholders through buybacks. By any measure, these amounts are staggering and […]
Increase Liability Disclosures
James McRitchie, 08/10/2010 ,
(Endorse our investor sign-on letter by sending an e-mail with your name, title and organization to Sanfordlewis@gmail.com) Should Companies Disclose More Information To Investors About the Liabilities They Face? by Sanford Lewis, Counsel, Investor Environmental Health Network When investors are unaware of impending financial pain at the companies in their portfolios, they often face expensive […]
Mark Hurd's Termination from HP: Case Study
James McRitchie, 08/10/2010 ,
It’s ironic that the same week Jim McRitchie reports on lingering opposition to and attempts to circumvent the new proxy access rules Funds Preparing Candidate Pool and Proxy Access Avoidance: Subversive or Accelerating Preemption?, in part because of concerns that directors elected in this manner will focus on extraneous matters and private agendas, we see […]
Question Re Broker Letter Dates: Collective Work
James McRitchie, 08/09/2010 ,
I see this blog as something of a collective work, since it started out as an internet site that simply shared a bunch of bookmarks and corporate governance items that needed attention. This post continues in that tradition and mainly goes out to those of you who have been submitting shareowner proposals for many years. […]
CII's Most Recent Comment Letter on Proxy Access
James McRitchie, 08/09/2010 ,
SEC Set to Open Up Proxy Process (WSJ, 8/5/10) As reported last week, the meeting is apparently scheduled for August 25. Under the language being drafted, shareholders would have to own a 3% stake in a company for at least two years to qualify. As I write this, the SEC still has not confirmed the […]
Don't Touch that Receipt!
James McRitchie, 08/06/2010 ,
The plastic component bisphenol A (BPA) has been in the headlines nonstop as scientists, health experts and consumers press for a federal ban on food packaging made with this synthetic estrogen, shown to leach readily into infant formula, beverages and canned food. But most Americans are probably unaware that they are regularly exposed to the […]
Best GRC Practices
James McRitchie, 08/06/2010 ,
GRC — Governance, risk, and compliance — represent a critical business concept that is (or should be) on the minds of everyone responsible for leading and/or governing organizations in today’s complex business arena, according to the lead article in the most recent edition of Tone at the Top, published by the Institute of Internal Auditors. […]
Reconcilation of Divergent Views
James McRitchie, 08/05/2010 ,
We asked how GMI could rate Exxon Mobil so favorably, especially after their merger with The Corporate Library. (Tops in Corporate Governance Scores) Today, a very nice response. (A Marriage of True Minds) Our answer could apply to any good marriage: we’re going to discuss, explore, and learn more about each other’s points of view, […]
Simply Requiring Explanation May Make the Difference in CSR
James McRitchie, 08/05/2010 ,
Sigrid Rausing, founder of the Sigrid Rausing Trust, reports that a UK ethical investment research body, EIRIS, launched a report on a FTSE100 mining company, Vedanta Resources, at a seminar attended by some of the UK’s leading fund managers. The company has come under international scrutiny for its plans to mine bauxite in the Indian […]