Archive | December, 2011

FCPA Liability

Two recent developments bring the potential for individual criminal liability under the U.S. Foreign Corrupt Practices Act (“FCPA”) back into the spotlight. These developments underscore the extensive reach of the FCPA, which can extend criminal liability to U.S. and non-U.S. citizens alike and to circumstances where an individual does not have actual (more…)

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Brokers Free to Tweet

The Financial Industry Regulatory Authority Inc. (FINRA) has backed away from a proposal that would have required broker-dealers to file social-media postings with the regulator. In an update to a package of proposed communications rules filed with the Securities and (more…)

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Boards, Plumbing, Broadridge & footnoted*

The Changing Profile of Board Recruitment, in the November/December issue of The Corporate Board by Bonnie W Gwin of Heidrick & Struggles, discusses a continued risk aversion among the leadership of the Fortune 500. Companies seeking to fill directors’ chairs with only current or former CEOs will find it nearly impossible to increase diversity on […]

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Complexity Theory & Corporate Governance Failures

Catching up on a couple of noteworthy reviews from recent issues of Corporate Governance: an International Review. Corporate Governance and Complexity Theory by Marc Goergen, Christine Mallin, Eve Mitleton-Kelly, Ahmed Al-Hawamde and Iris Hse-Yu Chiu.  Reviewer Diane Denis was hoping the application of complexity theory would lead to insights concerning how and where problems arise, […]

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Reflections On 2011

The United States Proxy Exchange (USPX) is a experiment premised on the notion that a grass roots movement—by individual shareowners, for individual shareowners and funded entirely by dues of individual shaeowners—can improve corporate governance and address financial abuse. It is too early to say for sure, but based on what we achieved in 2011, the […]

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Video Friday: Shareholder Empowerment vs. Board Authority

Delaware Chief Justice Myron T. Steele sponsored by The Arthur and Toni Rembe Rock Center for Corporate Governance on Nov 15, 2011. Steele has published over 300 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. Watch the video. (more…)

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Median CEO Compensation Up 28% in 2010 Says GMI

GMI released their CEO Pay Survey 2011, one of the largest surveys of CEO compensation in North America, based on analysis of the Russell 3000 and S&P 500 companies. Key findings include: Total Realized Compensation in the S&P 500 rose by about 36 percent. Total Realized Compensation in the Russell 1000 rose by more (more…)

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Two Proxy Access Proposals From Daniel Rudewicz

Interview with Daniel Rudewicz who submitted proxy access proposals at Paragon Technologies and KSW. McRitchie: How about giving our readers a little personal background? Daniel Rudewicz: During the day, I am the managing member at Furlong Financial, LLC. In the evenings, I am a law school student.  I have lived all over the US, but right now […]

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Fracking Done Right: Guide from IEHN and ICCR

The Investor Environmental Health Network (IEHN) and the Interfaith Center on Corporate Responsibility (ICCR), two shareholder coalitions committed to social and environmental justice, released a guide intended to help increase disclosure and mitigate the impacts of natural gas operations using hydraulic fracturing (commonly referred to as “fracking”). Responding to growing public concern about the environmental and social (more…)

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An Irrationally Exuberant Christmas

My mother used to recycle Christmas cards. This was back in the 1950s before recycling was fashionable. No, she didn’t put them in a recycle bin, she would send one relative or friend another’s card and include a “dear folks” letter giving everyone the “news” of our family. Her rationale was that her relatives and […]

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Board Service: A Great Gig… Especially @ Apple

Looking for work-life balance? Work from home (at least part of the time). Set your own pay — $1,000 per hour and up. No threat of layoffs or workforce cutbacks. Part-time hours and multiple positions available. Excellent way to supplement your retirement income. No application necessary… The term “chemistry,” or your ability to work collegially with the other members, is […]

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SEC Appeals Citigroup Decision

The Securities and Exchange Commission’s Director of the Division of Enforcement, Robert Khuzami, today made the following statement on the Citigroup case: Last month, a federal district court declined to approve a consent judgment because, in its view, the underlying allegations were ‘unsupported by any proven or acknowledged facts.’ As a result, the court rejected […]

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Funds Should Attend More Annual Meetings

The Financial Reporting Council (FRC), UK’s independent regulator “responsible for promoting high quality corporate governance and reporting to foster investment,” is also in charge of the Stewardship Code for institutional investors. The FRC, 230 pension schemes, fund managers and service-providers have  signed up for the Stewardship Code, including “most of the major investors in UK equities.” According to […]

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15th Proxy Access Proposal of Season Filed at Nabors

Bermuda-based energy-drilling contractor Nabors Industries Ltd., already being sued by shareowners over executive pay issues now faces a proxy access proposal filed by CalSTRS and nine public pension funds from Connecticut, Illinois, New York and North Carolina. The company’s stock has lost about a quarter of its value this year. According to New York City Comptroller John C. Liu, who […]

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Review: The Organizational Ombudsman: Origins, Roles, and Operations–A Legal Guide

I heard Charles L. Howard discuss working on ombuds issues and his book The Organizational Ombudsman during panel presentations at the Silicon Valley Chapter of the National Association of Corporate Directors and at Stanford University. With all the advantages such offices offer to corporations I was wondering why more corporations haven’t set up programs. At the […]

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SEC v. Citigroup Global Markets

Three heavily abbreviated takes on what the case means: Federal Judge Pimp-Slaps the SEC Over Citigroup Settlement, Rolling Stone By accepting hundred-million-dollar fines without a full public venting of the facts, the SEC is leveling seemingly significant punishments without telling the public what the defendant is being punished for. This has essentially created a parallel […]

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Video Friday: "Say on Directors iPay" @ Apple

My say on director pay will be on the Apple proxy (embedded links added): 6 – Shareholder Say on Director Pay Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify […]

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Aguilar Sworn in for Second Term

Luis A. Aguilar was sworn to begin his second term as a Commissioner of the Securities and Exchange Commission.  I hope he will be able to bring back the SEC Investor Advisory Committee, which offered a more accessible access point for retail shareowners. Commissioner Aguilar began his first term as a SEC Commissioner on July (more…)

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HP on Three Fronts

First, through several meetings, I heard HP was a likely target for a proxy access proposal. Then in November they appointed Ralph Whitworth to the board. See statement from CalSTRS. So, maybe that issue is off the table for now. Looking at the SEC’s no-action letters, I see this from November 18th (more…)

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$50 Prize for Help With Statistical Modeling

Krassimir Kostadinov, who writes the blog My 2 cents tips, is now offering $50 in a contest to those offering the best advice to improve his paper, Modeling Responsible Investment with Extreme Value Mathematics in the Context of Modern Portfolio Theory. Finally, something productive you (more…)

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Proxy Access Proposed at Six More Companies

Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for binding bylaw proxy access proposals at six US companies (Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Groupas) part of its efforts to strengthen shareholder rights. According to (more…)

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HKEx: New Listing Rules

The Stock Exchange of Hong Kong Limited (“Exchange”) recently published its Consultation Conclusions on Review of the Corporate Governance Code (“Code”) and associated Listing Rules. The Code and Listing Rules amendments aim to promote the development of a higher level of corporate governance among listed issuers and bring Hong Kong in line with international best practices.  They will […]

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UNFI: How I Voted

United Natural Foods Inc. (UNFI) is one of the stocks in my portfolio. Their annual meeting is coming up on December 13. Voting on MoxyVote.com‘s platform ends December 13. When I last looked, MoxyVote.com had recommendations from eleven “good causes,” which included five consolidations. ProxyDemocracy.org had two participating funds voting but (more…)

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LGIM Pushes Board Diversity

Legal & General Investment Management (LGIM), one of Europe’s largest institutional asset managers and a major global investor managing £362 billion in assets for more than 3,000 clients, is trying to persuade headhunters to widen the pool of company directors by bringing in people without direct board experience. “It’s not just about gender,” says Sacha Sadan, […]

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