Archive | September, 2011

Occupy Wall Street

The NY Transit Workers Union (TWU) Local 100 voted to join the protestors in the financial District of New York City, and so have the Verizon union members. Other unions, including the Teamsters (yes, those Teamsters who once supported Ronald Reagan) have issued public statements of support for Occupy Wall Street (OWS) protests… includes video […]

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Anonymous Analytics Examines Corporate Governance

Anonymous is “a decentralized network of individuals focused on promoting access to information, free speech, and transparency. The group has made international headlines by exposing The Church of Scientology, supporting anti-corruption movements in Zimbabwe and India, and providing secure platforms for Iranian citizens to criticize their government.” Anonymous Analytics, a faction of Anonymous has moved […]

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Video Friday: Exec Pay, Balancing Expectations or Class Warfare?

Scott Cutler, EVP, NYSE Euronext, interviewed Linda Lamel, Compensation Chair, Universal American Financial Corp. for This Week in the Boardroom (video) 9/29/2011. See also the AFL-CIO’s PayWatch and the Young Turks video. In 2010 the average worker saw a 2.6% increase in salary but a 3.6% increase in the Consumer Price Index. Meanwhile median CEO pay increased 27%. The […]

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Shareowner Alienation

I stumbled upon an interesting article in the Vol. 52, No. S3, Supplement to the April 2011 edition of Current Anthropology, which gets to the heart of the schizophrenic way we have organized capitalism. While many of us work to make the world a better place, our investments externalize costs and jeopardize everything we hold […]

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Shareowners Too Busy But Hamermesh Offers Wrong Solutions

Lawrence A. Hamermesh, Widener University School of Law, Wilmington, Delaware gave the Keynote Speech to the Practical Law Institute’s Ninth Annual Directors’ Institute on Corporate Governance on September 7, 2011. In Too Busy to Think, Spread Too Thin to Matter: Making a Rational Stockholder Voting System an Agenda Item for Management/Investor Dialogue, he runs over […]

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Inspiration: Many CEOs Don't Recognize It

CEOs are six times more likely than employees to believe they work in a company where people are inspired. Instead, employees see themselves as coerced (84%) or motivated (12%) by “carrots and sticks,” rather than a commitment to mission and purpose (4%). Are CEOs just deceiving themselves… or employees deceiving their CEOs? How important is […]

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Equilar Change-in-Control Study: Cash Multiples Decrease

Equilar examined change-in-control arrangements among Fortune 100 companies for fiscal years 2008 and 2010. Key Findings: Change-in-Control Cash Multiples Decrease for CEOs: The prevalence of 3x salary multipliers among Fortune 100 CEOs decreased from 65.9% in 2008 to 44.2% in 2010, while the prevalence of 2x salary multipliers rose from 18.2% to 34.9%. Similarly, the […]

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3D System Live: Will Directors Be More Accountable?

Beginning today, applicants with the skills and experience to be a candidate for a corporate director’s seat can submit their profiles through the Diverse Director DataSource – “3D” program. Once a pool of talent is established, shareowners, companies, diversity groups and other organizations will be able to use the program to recruit board candidates. The DataSource […]

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Retirement Security for All

Hank Kim, Executive Director and Counsel for the National Conference on Public Employee Retirement Systems (NCPERS), has unveiled a proposal for a new type of retirement plan. To those who think CalPERS and other pensions for public employees should be abandoned, the proposal offers an alternative. See Retirement Security for All. The proposed Secure Choice […]

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Wayback Machine: September 2006

Below is a sampling of stories covered by CorpGov.net 5 years ago this month. After reading this list, it looks like shareowner victories five years later may have slowed slightly or is that just my imagination. One amazing parallel, the decision in AFSCME v AIG then and lifting the stay on Rule 14a-8 amendments allowing […]

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Proxy Access Goes Live!

From Broc Romanek at TheCorporateCounsel.net: The SEC’s release on lifting the Rule 14a-8 stay on proxy access shareholder proposals was published in the Federal Register – so it’s now “live.”

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McKenna's Insights into Berkshire Hathaway

Francine McKenna isn’t afraid to take on the big four auditing firms or the rich and powerful. Look for her column, Accounting Watchdog at Forbes.com. The following is an extended excerpt from a recent post, The Berkshire Hathaway Corporate Governance Performance. “Buffett judges the investments he makes ruthlessly, but allows his operating companies to run on autopilot.” […]

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NACD Names McRitchie as One to "Watch"

(Elk Grove, CA, September 20, 2011) — CorpGov.net is pleased to announce that Publisher, James McRitchie has been named for the second year in a row to the National Association of Corporate Directors’ (NACD’s) 2011 Directorship 100 list of “People to Watch,” in recognition of his work promoting the highest standards of corporate governance. James […]

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Retirement Security for All

Hank Kim, Executive Director and Counsel for the National Conference on Public Employee Retirement Systems (NCPERS), has unveiled a proposal for a new type of retirement plan. To those who think CalPERS and pensions for public employees should be abandoned, the proposal offers an alternative. See Retirement Security for All. The proposed Secure Choice Pension (SCP) is aimed at […]

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L'Apel: Democratic Capitalism at Risk

Recently, ICGN held their annual conference in Paris. From the Twitter feed, it appears I missed a good one. (see ICGN Via Twitter) I’ve already mentioned Jon Lukomnik’s appeal to look again at the idea that shareowners’ interests and executives’ can be aligned through compensation strategies. I think one origin of our errors was revising the […]

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CharlesLevine

When the CEO Really Must Go

It is often said that “the most important function of a board is to hire and fire the CEO.” Yet the experience of many is that boards do a pretty good job on the hiring front and a not-so-good job on the “exit.” An exciting SVNACD session in Palo Alto focused on the pitfalls of […]

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Blanks Votes: Australia & US

It is great to see Manifest, the proxy voting agency, raising the issue of management voting proxy items left blank by shareowners. In the majority of markets with developed shareholder voting procedures, for each proposal, the shareholder has three choices; to vote for, against or abstain. Alternatively, shareholders can actively elect for the chairman to […]

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Proxy Access Lite?

The revisions to SEC Rule 14a-8 are expected to come into effect this week. Many investor advocates were disappointed when the SEC decided against appealing a court decision that struck down the more potent Rule 14a-11, which would have forced proxy access on all companies. So starts Erik Sherman’s Proxy access lite to go live in Inside […]

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Wayback Machine: Ten Years Ago at CorpGov.net

Ten years ago this month I posted a review of Monks, Robert A. G., The New Global Investors: How Shareowners Can Unlock Sustainable Prosperity Worldwide, Capstone Publishing, 2001. “His perspective is that of an aristocratic shareholder activist, not a street demonstrator against the World Trade Organization… Monks appears to believe, and I agree, that corporate control has been […]

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Shareholder Democracy Summit Coming to Toronto: Blank Vote Issue

The Canadian Society of Corporate Secretaries announces the Shareholder Democracy Summit ─ a Canadian first. CSCS has invited key stakeholders to gather this coming fall on October 24 and 25 in Toronto for an important national summit on shareholder democracy. CSCS President Lynn Beauregard announced today that invitations to register for the Shareholder Democracy Summit […]

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Corporate Spring

Ordinary people using Facebook and Twitter overturned dictators in Tunisia, Egypt and Libya. David Kirkpatrick of Techonomy Media, which promotes the integration of technology with business and social progress, writes “this social might is now moving toward your company… you’d better get out of their way—or learn to embrace them.” Gary Hamel, one of business’ […]

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Proxy Access Arrives (Almost)

Sure enough, not long after I blogged yesterday about how the US Court of Appeals for the District of Columbia Circuit had not yet finalized its decision, I got word that the court had indeed done so in this brief ruling on Wednesday. But trust me, no one knew about it – so I have my excuse. So yesterday, […]

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Audio Friday: BBC Discussion on Corporate Governance

Peter Day asks what’s wrong with corporate governance. Business leaders make a lot of fuss about corporate governance, but the scandals keep on coming. In this programme, Peter Day hears from some leading authorities who makes several observations concerning nonexecutive directors, ownerless corporations, and the need for shareowners to sit on the nominations committees, a […]

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ICGN Via Twitter

Unfortunately, I didn’t make it to Paris for the ICGN meeting but even from Sacramento I can pick up a little on what is going on via Twitter, #ICGN11. @SMDavisYaleGov Stephen Davis. Debate on exec pay: time to replace alignment, paying CEOs simply as employees? See U-Turn For Exec Comp? 23 people gathered in a windowless conference […]

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Review: Boardroom Q&A

Since 1997, Boardroom INSIDER has focused not on the big topics of governance — the kind I try to address at corpgov.net — but the little topics of boardsmanship, the real-world concerns that directors urgently ask about. In his new Kindle published book, Boardroom Q&A: Ralph Ward Answers Your Toughest Boardroom Questions… even those many […]

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ICGN Awards Neuville, Bebchuk and Davis

Madame Colette Neuville received the prestigious ICGN Life-time Achievement Award in Corporate Governance at its Annual Conference. Madame Neuville, known as a stark defender of minority shareholder rights in France for the last 20 years, is recognised for her defence in cases such Vivendi vs Havas in 1998, Schneider vs Legrand in 2001 and Renault […]

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Proxy Access Under Private Ordering: Advice of Counsel

myCorporateResource.com is a new database of law firm alerts, as well as providing many other resources. A great site worth exploring, which I have added to our blogroll. I encourage readers to go to the original documents linked below, since there you will get the clips in full context. My intent here is to simply […]

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SEC Organizational Reforms

The Dodd–Frank Act directed the U.S. Securities and Exchange Commission (SEC) to engage an independent consultant to conduct a broad and independent assessment of the SEC’s internal operations, structure, funding, and the agency’s relationship with Self-Regulating Organizations (SROs). Issued in March 2011, the consultant’s study provided 16 optimization initiative recommendations designed to increase the SEC’s […]

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Deadline for Golden Peacock Awards: September 14

If you know of good candidates for the Golden Peacock Awards, instituted by Institute of Directors in 1992, now is the time to get nominations in, since they are due September 14, 2011. Below are the categories: A.      Golden Peacock Global Awards Sustainability Excellence in Corporate Governance B.       Golden Peacock National Awards Climate Security Sustainability […]

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