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…)
Archive | November, 2011
Sharegate Launches in Beta: Social Media to Facilitate Shareowner Action
James McRitchie, 11/30/2011 ,
What is Sharegate? On its most basic level, www.sharegate.com is a social network for all players in the corporate structure, including shareholders, corporations and their investor relations representatives, institutional fund managers, and affiliates such as special interest groups, academic professionals, and (more…)
CII Issues Statement on Proxy Access
James McRitchie, 11/30/2011 ,
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…)
ISS Webinars: Key Governance Issues
James McRitchie, 11/30/2011 ,
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 […]
Binding Arbitration to Eliminate Shareholder Litigation
James McRitchie, 11/29/2011 ,
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…)
"Large Number" of Proxy Access Bylaws Predicted: Battle Lines Drawn for American Dream & Ownership Society
James McRitchie, 11/28/2011 ,
According to a recent November 15 newsletter from Latham & Watkins LLP, most companies will adopt a “wait and see” approach for now. However… If and when a company receives a shareholder proposal recommending board adoption of a proxy access bylaw, the board may respond (and seek to exclude the proposal from the ballot) by […]
Can't We All Just Get Along?
James McRitchie, 11/27/2011 ,
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 […]
Capitalism vs. the Climate
James McRitchie, 11/27/2011 ,
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 […]
Pepper Spray as Meme
James McRitchie, 11/26/2011 ,
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 […]
Video Friday: “Building an Ethical World” video contest
James McRitchie, 11/25/2011 ,
The Olsson Center for Applied Ethics would like to hear from you! We invite students from around the world to contribute to the conversation about the role of ethics in modern society through our “Building an Ethical World” video contest. This video contest opportunity allows students to express their views (more…)
Thanksgiving From CorpGov.net
James McRitchie, 11/24/2011 ,
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 […]
Manhattan Institute on Shareholder Activism
James McRitchie, 11/23/2011 ,
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, […]
Science of Stock Manipulation
James McRitchie, 11/22/2011 ,
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 […]
1st Dodd-Frank Whistleblower Report
James McRitchie, 11/22/2011 ,
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 […]
Why Precatory Proxy Access Proposals?
James McRitchie, 11/21/2011 ,
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 […]
HP Adds Whitworth to Board
James McRitchie, 11/21/2011 ,
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…)
Majority Doesn't "Occupy" ABA
James McRitchie, 11/20/2011 ,
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…)
Golden Peacock Nominations Due
James McRitchie, 11/18/2011 ,
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…)
Video Friday: Occupy, is the Message too Broad?
James McRitchie, 11/18/2011 ,
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 […]
Quiet Engagement Better Than "Name and Shame"
James McRitchie, 11/17/2011 ,
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…)
ISS Updates Proxy Voting Guidelines
James McRitchie, 11/17/2011 ,
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 […]
Maryland First to Address Citizens United
James McRitchie, 11/17/2011 ,
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…)
Proxy Access: Two Proposals Filed, More USPX Members Needed
James McRitchie, 11/16/2011 ,
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 […]
CCGG 2011 Releases Best Practices for Proxy Circular Disclosure
James McRitchie, 11/16/2011 ,
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 […]
Board Governance Review
James McRitchie, 11/15/2011 ,
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 […]
Two Strikes and You're in Australia
James McRitchie, 11/15/2011 ,
In case you missed it at theCorporateCounsel.net (Australia’s New “Two Strikes” Say-on-Pay Law, 11/3/2011): Under the new amendment to the Australian (more…)
“Then I realized that, ‘Wow! I didn’t get in trouble!’ So I played it again.”
James McRitchie, 11/14/2011 ,
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 […]
The Folly of a $-Centric Universe
James McRitchie, 11/14/2011 ,
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…)
Model Proxy Access Proposal
James McRitchie, 11/10/2011 ,
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…)
Future Corporate Voting
James McRitchie, 11/09/2011 ,
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 […]
Bill Moyers on the Patriot's Dream
James McRitchie, 11/09/2011 ,
Bill Moyers has been a long-time hero for me, right up there with Bob Monks and Bob Tricker. In an address on the 40th anniversary celebration of Public Citizen, Moyers had some choice words. Below are a few snippets: Our politicians are little more than money launderers in the trafficking of power and policy – fewer […]
#NACDD100
James McRitchie, 11/08/2011 ,
NACD’s Directorship 100 Forum will start shortly at the Waldorf Astoria in New York City. If you are unable to attend, you might want to follow the tweets of @adamquinton, @dougchia, @DrRLeblanc, @fayfeeney, @corpgovnet and @UrmiAshar, along with @NACD. Search #NACDD100.
Strine's Mind: Go if You Dare
James McRitchie, 11/08/2011 ,
Fall is a natural time to confront the less savory side of your soul. On a range from dark black to deep gray, David Vann’s “Caribou Island,” the astonishing “Wolf Hall” by Hilary Mantel and “Open City” by Teju Cole (more…)
Harvard Institutional Investors Roundtable
James McRitchie, 11/08/2011 ,
The Harvard Institutional Investors Roundtable will convene tomorrow, bringing prominent members of the institutional investor world together focus on lessons from the first year of say-on-pay votes. During the second (more…)
The Church and Occupy London: What Would Jesus Do?
James McRitchie, 11/08/2011 ,
PIRC Alerts November 8 issue carries an article pointing to an increasingly restive Church of England about executive pay and ethics in the City. The Church has struggled to find an appropriate way of responding to the Occupy London demonstrators (holding camp in front of St Paul’s Cathedral). However, this is clearly (more…)