Archive | December, 2010

Minow on Why Business Is Hollywood's Go-To Villain

Nell Minow, who is known as both the Movie Mom and the queen of corporate governance, reviews the portrayal of business at the movies in 2010. Corporations and their leaders are seldom cast as movie heroes. But in the movies of 2010, whether you were at the multiplex or the art house, the go-to bad […]

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Massey Energy Shareholder Wanted

Newground Social Investment is looking for a Massey Energy shareholder to file a corporate governance resolution regarding vote-counting.  They found out late last week that the shareholder that they were teaming up with did not qualify to propose the resolution, so they are scrambling at the last minute to find another Massey shareholder that does […]

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Voting by Phone in Corporate Elections

Maybe the app will be renamed iVote. Companies who want to encourage shareholders to vote on corporate resolutions publicized in proxy statements can do so next year, by allowing them to cast votes on their iPads, iPhones, Blackberries, Android or other smart handheld devices. Broadridge Financial Solutions said that it will make its ProxyVote.com software […]

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7 Habits of Successful Shareholders

V. Ramesh, Head, Asia-Pacific, CurAlea, Bangalore provides a short guide on habits that would help shareowners successfully manage risks. His audience is mostly Indian, but his advice is universal. In very abbreviated form: Learn to think like an owner Get familiar with the numbers Check if your company is well-governed Understand your company’s key risks: […]

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Video Friday: FCPA Compliance

SVNACD Avoiding the Crosshairs. A primer on anticorruption laws relevant to U.S. Companies, especially the Foreign Corrupt Practices Act (FCPA Discussion of the ramifications of the new whistleblower provision of the Dodd-Frank Act, particularly as it relates to FCPA enforcement Insight into the nuts and bolts of investigating FCPA allegations and dealing with the Department […]

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Mutual Funds Warm to Corporate Disclosure of Political Expenditures

Since 2004, shareowners have been filing a proposal at corporations asking for greater transparency in their political expenditures. There are now about thirty proponents, and the number is growing. Their proposals incorporate model language developed by the Center for Political Accountability (CPA). The language has evolved slightly as campaign finance laws and practices have changed, […]

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Course Outline for Corporate Governance

This course outline by Richard Leblanc for York University is designed to incorporate developments in corporate governance since the global financial crisis, including risk governance, governance of executive compensation, shareholder democracy, director competency and other areas. It also incorporates the alignment of desired learning objectives, instructional methods, and student evaluation. It can be taught to […]

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Broadridge: Should the Federal Trade Commission Intervene?

Broadridge Financial Solutions (BR) essentially monopolizes the proxy processing business in North America, providing such services to 90% of public corporations and mutual funds in the region. Monopolies aren’t necessarily bad. Some products and services are most efficiently delivered by a single provider. But good monopolies are regulated monopolies, and Broadridge isn’t regulated. Whenever the […]

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Board or Shareholders – Who Should Determine Management Compensation? A Model of Compensation Governance

The efficacy of boards of directors as a critical governance institution has attracted increasing scrutiny in the wake of the recent financial meltdown. CEO compensation which consequentially determines overall management compensation in a firm, is a key governance decision entrusted with the board. A relevant, though unexplored question would be whether shareholders are better served […]

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CorpGov.net WayBack Machine

Five years ago at in Corpgov.net we reported: On the debate surrounding majority vote requirements. Is it part of real democracy or simply an illusion? The SEC voted to allow e-proxy materials. Corporate Watchdog Radio interviewed SRI investor and author John Harrington (The Challenge to Power: Money, Investing And Democracy) as well as Robert Monks […]

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Comply or Explain for Philippines

Meet corporate governance standards or explain, BusinessWorld Online Edition, 12/21/2010. PSE released a guide book to help listed companies meet corporate governance standards, but there will be no sanctions on firms that fail to comply. Under the bourse’s corporate governance rules, a listed company should develop and execute a sound business strategy, establish a well-structured […]

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Video Friday: How to expose the corrupt

As a director of the World Bank in Nairobi, Peter Eigen saw firsthand how devastating corruption can be. Some of the world’s most baffling social problems, says Eigen, can be traced to systematic, pervasive government corruption, hand-in-glove with global companies. At TEDxBerlin, Eigen describes the thrilling counter-attack led by his organization Transparency International. via Simoleon […]

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Legal Resouces: Blogs, Lawgents & Practical Law Company

As mentioned last month, I was proud to have CorpGov.net included in a list of the 25 best business law blogs for 2010 by LexisNexis. The well deserved winner was theCorporateCounsel.net/blog.  However, check out the rest of the blogs. Many are excellent. Another new site, at least to me, is Lawgents.com, a legal news aggregator […]

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Institutional Investor Ownerhip Up at Larger Firms

Institutional investors came back to the securities markets in droves in 2009 after fleeing during the financial crisis of 2007-2008, according to The 2010 Institutional Investment Report released by The Conference Board earlier last month. The report showed that institutional investors owned 73 percent of the top 1,000 companies in 2009 compared to 69 percent […]

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The Financial Panic & Financial Regulatory Reform

The Financial Panic of 2008 and Financial Regulatory Reform — The Harvard Law School Forum on Corporate Governance and Financial Regulation, Posted by Randall D. Guynn, Davis Polk & Wardwell LLP, on Saturday November 20, 2010, provides a good overview of the crisis and response. The US and the rest of the world experienced a […]

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Notes From Accuray’s 2010 Shareholder Meeting

After I attended Accuray’s (ARAY) annual shareholder meeting, I had a chance to tour its Sunnyvale campus, where I learned more about CyberKnife. CyberKnife is a radiosurgery tool that attacks and destroys cancerous tumor cells using highly precise radiation beams. CyberKnife is much less invasive than “scalpel” surgery. Its high accuracy (hence, the name Accuray) […]

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Video Friday: This Week in the Boardroom, Proxy Access Stalled

Boardmember.com is a great source for corporate governance videos every week. TK Kerstetter, President, Corporate Board Member does a good job with his interviews, such as the 11/11/2010 one with Thomas Quaadman, VP, Center for Capital Markets Competitiveness, U.S. Chamber of Commerce. (This Week in the Boardroom – 11/11/10 – Boardmember.com) However, the guests and […]

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A Failure of Governance

Many leading companies strive to follow best practices in corporate governance, demonstrating responsiveness to investors and protecting shareowner value in the process. Paradoxically these same companies often appear to leave their commitment to good corporate governance at the doorstep when they serve on the board of the U.S. Chamber of Commerce (the Chamber). In so […]

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SEC Comment Letters on Proxy Plumbing

Worth Reading … SEC Comment Letters on Proxy Plumbing | Governance Center Blog. Gary Larkin, writing for the Conference Board, points to several comment letters worth reading. I’m pleased to have my letter among those listed. I’ve greatly abbreviated Larkin’s list and added a few nominees. The Corporate Governance Network, James McRitchie, Publisher, Oct. 20. […]

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