eBay moved to eliminate supermajority requirements in its bylaws at its first regularly scheduled meeting after shareowners approved a ballot measure by John Chevedden. So far, no real word from Netflix on whether or not they will heed the will of shareowners. It is great to see this issue covered by Bocco Pendola in Seeking […]
Archive | June, 2011
ISS Vote Results and Executive Pay
ISS released a summary of the vote results for shareholder proposals on leading governance, environmental and social topics. Investors overwhelmingly endorsed company pay programs, 91.2% support on average (based on “for” and “against” votes). Shareholders voted down management “say on pay” proposals at 36 companies, or just 1.7 percent of the almost 2,200 companies in the […]
Breaking the Hold on Rating Agencies
Into the second day of the Yale Governance Forum 2011 and I began to relax among friends, not being quite as conscientious about taking notes but here are a few tidbits from an interesting discussion between Kurt Schacht and Jules Kroll. Schacht introduced Kroll by noting that everyone has taken aim at the credit rating agencies. Questions were raised […]
Test Your Knowledge
A roundup of academic research from the world of IR studies via IR Papers: Quiz edition, 29 Jun 2011. I missed 3 out of 9 questions but guessed at several.
ETF's: Danger or Positive
The factors that brought about the tech bubble, the collateralized debt obligations crash and the rest are being replicated with ETFs: floods of cash and tidal surges of ingenuity in the markets advancing faster than the regulators’ event horizon. via Fair exchanges?, Inside Investor Relations, 6/29/2011 ‘ETFs, indexes and ‘closet indexers’ among mutual funds already […]
Regulatory Reforms on Board Composition Have Been a Plus
New research from Cesare Fracassi of the Department of Finance at the University of Texas at Austin and Geoffrey Tate of the Department of Finance at the University of California, Los Angeles finds that board composition should be a continuing target of regulatory reforms. Our results suggest that having directors with external network ties to the CEO may undermine […]
Governance in the Cloud
The fourth session of the Yale Governance Forum 2011 was was a breakout. All four sessions looked great. I choose the one on social networking held under Chatham House Rule. Under the rule those reporting must not attribute what was said to specific individuals on the panel or in the audience. This discussion was especially interactive, […]
CalPERS Candidate Forum July 6th
PERSWatch.net will sponsor a “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 from 6:00 p.m. to 8:00 p.m. The forum will take place in the CalPERS Auditorium, Lincoln Plaza North, 400 P St., Sacramento, California. Free parking will be available under the building. Enter on […]
Corporate Governance Challenges
This was the third session of the Yale Governance Forum 2011, one that I’ve already noted was the best yet of the several I’ve attended. Like the first session, the third was held under Chatham House Rule. There’s no secret as to who the panelists were, but under the rule those reporting must not attribute what […]
Power Struggles Over Pay
Gary Larkin’s recent post, 2011 CEO Succession Report: Dismissals Up, Outside Hires on the Rise, informs Conference Board readers that Institutional Shareholder Services has launched an executive compensation database service for its client subscribers. Say on Pay rules were the driving force behind the new service. The database includes historical CEO and NEO (named executive […]
Video Friday: Economy & Civility
Former Labor Secretary Robert Reich explain problems with the economy in less than 2 minutes, 15 seconds—and he did it with illustrations to boot. It’s great! Check it out. via The Truth About The Economy In 2 Minutes | MoveOn.Org. And now, class warfare on the railroad. Apparently, this woman believes the norms of civility […]
Strine as Chancellor
The Delaware Senate confirmed the governor’s appointment of Leo Strine, Jr. as the new Chancellor of the Delaware Court of Chancery. Strine has been a vice chancellor on the court for more than 12 years. I think he would have been anyone’s reasonable choice. (Delaware Senate Confirms Strine as Chancellor., Delaware Corporate & Commercial Litigation […]
Can Investors Behave Long Term?
The second session, Can Investors Behave Long Term?, of the Yale Governance Forum 2011 was held “on the record.” In some respects, that makes it even more difficult to report. I’m not a quick note taker, so would welcome comments from any who attended the forum, especially panelists, concerning what transpired. As I recall, Keith Ambachtsheer, author of […]
What is Short Term? A Conversation Retesting Assumptions
Ira Millstein The first session of the Yale Governance Forum 2011 was held under Chatham House Rule. Panelists were announced in advance, so that is no secret, but under the rule those reporting must not attribute what was said to specific individuals on the panel or in the audience. This was […]
Executive Compensation: Its Complicated
Andrew Liazos, writing for CFO magazine, argues that a law enacted years ago in response to Enron poses new tax risk for deferred compensation in that Section 409A could inhibit desirable restructuring of executive pay in response to possible “say on pay” no votes. A 2009 notice from the IRS granted special relief to TARP […]
Post-Modern Portfolio Theory: IRRC Research Award Available
The IRRC Institute announced a competition for research that examines the interaction of the real economy with investment theory. Two papers – one academic and one practitioner – will receive the new “IRRC Institute Research Award” along with a $10,000 award. Of course, we would like both prizes to go to CorpGov.net readers. One of […]
Regulatory Weakening of Disclosure Opposed
I was delighted to see a post from the new contributor to theCorporateCounsel.net, Suzanne Rothwell, that actually took a strong stand against a House measure, which would boost the number of shareholders that trigger registration to 1000 shareholders (up from 500) and would “exclude employees and accredited investors from the calculation. This is a surprising initiative […]
Rising Stars of Corporate Governance
The Millstein Center for Corporate Governance and Performance at the Yale School of Management announced the recipients of its fourth annual Rising Star of Corporate Governance Award yesterday. This award recognizes global corporate governance professionals under the age of 40 who are making their mark as outstanding analysts, experts, directors, managers, or advocates. According to Ira […]
KBR: Not One of Our Favorites
Lawyers for a former female employee of defense contractor KBR Inc. argued in federal court Tuesday that the company had turned a blind eye to sexual harassment, fueling an environment (more…)
CEO Compensation Rose Sharply in 2010
In the aftermath of last year’s passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its requirement that public companies hold shareowner votes on executive compensation in 2011, many sustainable investors and other shareowner activists anticipated that this year’s proxy season could result in a watershed year for corporate governance. As Lisa […]
SRI in the Rockies BaseCamp Comes to NYC
First Affirmative Financial Network announced yesterday that it will host a regional BaseCamp in New York City on Wednesday, June 15th from 9:00am to 6:00pm EDT. The one-day regional mini-conference is designed for investors and financial professionals who want to see their money working to change the world through sustainable and socially responsible investing. Hunter […]
Gifting at CalPERS
CalPERS was in the news negatively again. The Fair Political Practices Commission is investigating more than four dozen CalPERS board members and employees over allegations they failed to accurately report gifts. Coincidently, I had a recent discussion with one of the board members under investigation before these allegations surfaced about current legislation. It turns out, even though […]
Target & Citizens United
I’m on vacation, visiting friends in Boaton before Yale Governance forum but this looks noteworthy: More than 100 protesters bearing signs with messages such as “Hands Off our Elections,” “Corporations are not people,” and “No Mouth, No Soul, No $peech” rallied outside of the not-yet-opened Target store in the East Liberty neighborhood of Pittsburgh, Pa. […]
Video Friday: NACD
Yes, it is an ad… but a good one. Maybe this will help more directors become (more…)
Journalism Awards: Deadline June 10
Tomorrow (June 10) is the last day to enter the Corporate Governance and Responsible Investment Journalism Awards 2011. These awards are intended to recognise those journalists who are helping record and clearly explain the issues emerging in these vitally important areas. There are two categories to enter – the Corporate Governance Journalism Award, and the […]
Yale Governance Forum
I’m packing today, heading out to Boston tomorrow for meetings there and in New York prior to the sixth annual Yale Governance Forum, June 16-17, which has attracted more than 200 leaders from the global corporate governance community. The two-day event, hosted by the Millstein Center for Corporate Governance and Performance at the Yale School of Management, […]
Comments on SOP Advice: Rolling In
Sometimes the comments are as informative as the original post. The United States Proxy Exchange asked for comments on their/our draft say-on-pay voting guidelines aimed at retail investors. So far, that plea for help has attracted comments from growing list leading thinkers in the investment community. Thanks to each of you for taking the time […]
WSJ Reports Inaccurately on SLAPP Suits
Jessica Holzer, writing for The Wall Street Journal informs readers this morning, Firms Try New Tack Against Gadflies: Corporations Look to Block Shareholder Activists’ Proposals by Challenging the Size of Their Stakes – WSJ.com. Companies have long viewed shareholder activist John Chevedden as a pain. The retired aerospace worker and his network of like-minded activists […]
Stock-based Comp Dis-aligns Shareowners & Mgt
Writing in the Harvard Business Review, Roger Martin from U. of Toronto explains that CEOs are rewarded for share price volatility not performance. (The Nasty Truth about CEO Pay, 6/3/2011) The financial crisis worked out great for them. Martin explains with great tables comparing the returns for a CEO, whose company performed with the averages, […]
Amazon: How I Voted
Amazon (AMZN) is one of the stocks in my portfolio. Their annual meeting is coming up June 7 and today is the last day to vote using the MoxyVote.com platform. MoxyVote.com had eight “good causes,” including three (more…)
Video Friday: 2011 Proxy Season to Date
This Week in the Boardroom‘s TK Kerstetter and Scott Cutler were joined on May 26 by John Siemann, President of Phoenix Advisory Partners. (Watch the video.) Early proxy filings were tilted towards the triennial. Very quickly, that began to as proxy advisory services and larger institutions made it clear they wanted an annual vote. ISS […]
Davita (DVA): How I Voted
Davita (DVA) is one of the stocks in my portfolio. Their annual meeting is coming up June 6. ProxyDemocracy.org had four funds voting. MoxyVote.com had two funds and two consolidations. Checking the Summary Compensation Table, it appears CEO/Chair Kent J. Thiry was paid more than $14 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I voted against most […]
Support Carpenters Petition SEC to Eliminate Withhold Authority
In a May 20th petition to the SEC, Ed Durkin of the Carpenters’ Union asks the SEC to eliminate the “withhold authority” voting option by amending Rule 14a-4(b)(2). The well reasoned and well documented 9 page petition includes an attached appendix listing 820 companies that have already adopted a majority vote standard, including (more…)
Ouch! Don't Sue Me
Bob Verdun, the former publisher of the Elmira Independent has been ordered to pay $650,000 as a result of a defamation suit. In 2004, Verdun alleged Robert Astley’s involvement with the Clarica Life Insurance Company and its role in the development of a controversial recreation complex made him unfit for the board of BMO Financial […]
SEC Adopts Whistleblower Rules
Last week the SEC adopted final rules to reward whistleblowers who provide information leading to successful enforcement of securities law violations. In an attempt to address objections from many business groups, the final version included an incentive to report through mechanisms internal to their own company but also expanded from 90 (more…)