Archive | November, 2011

NACD Directorship 100

In corporate governance, all shareholders compete for directors’ attention. Being an intelligent listener in this noisy environment is what the directors of the Directorship 100 do best. The dispersion of shareholder interests means the board has to weigh priorities and make some unpopular choices. In doing so, it looks to those fellow (more…)

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CII Issues Statement on Proxy Access

I’m somewhat heartened by a recent CII announcement on access proposals: We welcome the changes to Rule 14a-8(i)(8). We encourage Council members and other long-term shareowners to consider using this new tool in a focused and consistent manner that enhances the U.S. corporate governance model and (more…)

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ISS Webinars: Key Governance Issues

Webinars on U.S. and European policy perspectives will provide valuable insight into the key corporate governance issues facing investors and companies for 2012. European Policy Perspectives: Tuesday, December 6, 2011, 2:30 PM GMT, 3:30 PM CET. Presented by ISS’ Jean-Nicolas Caprasse, Head of Business, Europe; Daniel Jarman, Head of U.K. Research; Thomas von Oehsen, Head of […]

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Binding Arbitration to Eliminate Shareholder Litigation

The End of Shareholder Litigation: Using Bylaw or Charter Amendments to Require Binding Arbitration of Shareholder Disputes by Paul D. Weitzel analyzes whether a bylaw or charter provision that requires arbitration for all shareholder disputes would be enforceable. He finds that it would be and provides a model provision for inclusion in (more…)

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Can't We All Just Get Along?

The Media is No Friend of Corporate Directors, writes T.K. Kerstetter. That’s right, and it is time boards took action to avoid giving shareowners good reason to vote against directors or the pay packages they authorize. Kerstetter is upset because after talking to the press about the appointment of former Governor and one-time Nashville mayor Phil […]

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Capitalism vs. the Climate

Shop Amazon’s Cyber Monday Week This article by the award-winning Naomi Klein from The Nation is well worth the read. She takes on one of the most important subjects of the day. Here’s a brief clip: In The Shock Doctrine: The Rise of Disaster Capitalism, I explore how the right has systematically used crises—real and trumped up—to push through […]

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Pepper Spray as Meme

At the University of California-Davis, a group of student Occupy Wall Street protesters were pepper sprayed by university police for refusing to vacate the campus quad. Thanks to the widespread availability of phones with cameras, the incident was photographed and recorded by dozens of onlookers. As a result, images and videos of the pepper spraying […]

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Thanksgiving From CorpGov.net

I feel like one lucky guy on America’s Thanksgiving. I just got back from visiting my wife’s 97 year old great aunt in Honolulu. Wonderful to hear stories of her own experiences during WWII and the Depression. Also, to hear her speak of stories she heard from her grandparents (Julia at left) who brought the […]

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Manhattan Institute on Shareholder Activism

I welcome the Manhattan Institute‘s Center for Legal Policy to the corporate governance debate. The Manhattan Institute launched its Proxy Monitor project. The ProxyMonitor.org database assembles information on the 150 largest corporations (by revenues, as ranked by Fortune magazine) and currently includes searchable and sortable information on every shareholder proposal submitted at each company from 2008 through August 1, […]

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Science of Stock Manipulation

Unless current shareowners suffer a penalty for having CEOs who engage in earnings manipulation and insider trading they are likely to encourage such unethical and damaging behavior, finds a study by Ramy Elitzur, since choosing less ethical managers may be in the best interests of current shareholders, but not future ones. Many accountants believed that markets are efficient […]

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1st Dodd-Frank Whistleblower Report

Even thought the SEC’s final regulations for the Dodd-Frank whistleblower program just became effective on August 12, 2011, the agency has already filed its first report on the whistleblower program. During the first seven weeks of the program, the agency received 334 whistleblower tips. The SEC itself cautions that “due to the relatively recent launch of the […]

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Why Precatory Proxy Access Proposals?

The respected scholar, Lawrence Hamermesh, writes about the model proxy access proposal published by United States Proxy Exchange (USPX) and asks why an organization whose motto (”Populus Constituit,” the people decide) is so reluctant to file mandatory bylaw proposals, instead of precatory proposals. (Precatory proxy access proposals, The Institute of Delaware corporate and Business Law, 11/15/2011) Hamermesh speculates USPX […]

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HP Adds Whitworth to Board

Hewlett-Packard added activist shareholder Ralph Whitworth to its board rather than risk more public conflict as it tries to bring 15 months of turmoil to a close. Whitworth is understood to have been among the investors who faulted HP (more…)

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Majority Doesn't "Occupy" ABA

In case you missed it (ABA Declines to Embrace Majority Voting as Default Standard, ISS Governance, 11/2/2011) The American Bar Association’s (ABA) Corporate Laws Committee has declined a request from the Council of Institutional (more…)

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Golden Peacock Nominations Due

The Golden Peacock Awards Secretariat receives over 1,000 entries per year for various awards, from over 25 countries worldwide. Currently the Golden Peacock Awards Secretariat is inviting applications for the following Institutional awards for the year 2012 from Corporates, SMEs, Public & (more…)

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Video Friday: Occupy, is the Message too Broad?

The author of Soundbitten: The Perils of Media-Centered Political Activism, Tufts University sociology professor Sarah Sobieraj is a reigning expert on media and social movements in the U.S. In the four minute clip below, she discusses what it is about the Occupy Movement that has led to such favorable coverage. This includes an answer to […]

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Quiet Engagement Better Than "Name and Shame"

A corporate governance engagement analysis, conducted for CalPERS by the Wilshire investment consulting firm, shows private talks are more productive than the public scrutiny of a Focus List of firms that resist reforms. The study supports CalPERS move to abolish use of its “name-and-shame” (more…)

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ISS Updates Proxy Voting Guidelines

Institutional Shareholder Services Inc. (ISS), the largest proxy advisory, released 2012 updates to its U.S., Canadian, European, and international benchmark proxy voting guidelines. The global updates are the result of an extensive consultation process that included outreach to and input from institutional investors and corporate issuers worldwide. ISS analysts will begin applying the updated policies to […]

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Maryland First to Address Citizens United

With the House controlled by Republicans, we are not likely to see positive action to control or at least require disclosure of political spending by corporations. However, states may be jumping in to take some action. Under a new Maryland law, which takes effect December 1, 2011, a (more…)

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Proxy Access: Two Proposals Filed, More USPX Members Needed

The first USPX type proxy access proposal was submitted by Kenneth Steiner (with help from John Chevedden and other members of USPX), which went to MEMC Electronic Materials, Inc. (WFR) on 11/11/2011. Here’s the Whereas portion (the rest is the same as the standard USPX proposal). WHEREAS, Most long-term shareowners have no reasonable means to […]

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CCGG 2011 Releases Best Practices for Proxy Circular Disclosure

The Canadian Coalition for Good Governance (CCGG) released their 2011 Best Practices for Proxy Circular Disclosure. Companies in many countries will find this a useful document since it discusses the primary communication link the board and its shareowners. CCGG outlines how to articulate, in plain language, the governance practices and activities of the board, the qualifications […]

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Board Governance Review

Perhaps the weakest link for a board review is internal reporting, implementation and action taken based on the review. Feedback should be provided to each individual director and debriefings should occur to discuss development, priorities, committee and board reform, as well as tough discussions—such as leadership and behavioural change and director retirement. A good review […]

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“Then I realized that, ‘Wow! I didn’t get in trouble!’ So I played it again.”

Renowned Hawaiian musician and guitarist Makana was invited to play instrumental background music at the APEC Summit gala dinner Saturday night here in Honlulu. At the dinner, Makana opened his jacket to reveal a t-shirt which read, “Occupy with Aloha.” Then, instead of performing the background instrumental he was scheduled to play, he started to […]

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The Folly of a $-Centric Universe

Michael Levin argues cites Milton Friedman and Michael Jensen to support an argument that wealth maximization provides investors and executives with apparently the only clear means of setting priorities they really need. McDonalds Corporation should treat cattle and chickens humanely if doing so will sell more sandwiches profitably, not (more…)

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Model Proxy Access Proposal

Today, the United States Proxy Exchange (USPX) released a Model Proxy Access Proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have (more…)

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Future Corporate Voting

Keith Paul Bishop writes: Section 951 of the Dodd-Frank Act requires companies that are subject to the SEC’s proxy rules to include in their proxy statements “a separate resolution subject to shareholder vote” to determine whether a shareholder vote on executive compensation will occur every 1, 2, or 3 years.   When the SEC was considering amendments to its rules to […]

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