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…)
Archive | December, 2011
Brokers Free to Tweet
James McRitchie, 12/30/2011 ,
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…)
Video Friday: Monks & MoxyVote – Institutional Investors Need a Push
James McRitchie, 12/30/2011 ,
I can’t think of a better way to end the year’s videos than watching Robert Monks rehearse his opening speech for GMI’s Public Funds Forum 2011 and the great cartoon from MoxyVote.com. Bob always knows how to uncover the camouflage and lay out the misdeeds of the Business Roundtable and Chamber of Commerce, as well as how to […]
Boards, Plumbing, Broadridge & footnoted*
James McRitchie, 12/29/2011 ,
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 […]
Complexity Theory & Corporate Governance Failures
James McRitchie, 12/28/2011 ,
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, […]
Reflections On 2011
James McRitchie, 12/26/2011 ,
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 […]
Video Friday: Shareholder Empowerment vs. Board Authority
James McRitchie, 12/23/2011 ,
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…)
Median CEO Compensation Up 28% in 2010 Says GMI
James McRitchie, 12/22/2011 ,
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…)
Two Proxy Access Proposals From Daniel Rudewicz
James McRitchie, 12/21/2011 ,
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 […]
Fracking Done Right: Guide from IEHN and ICCR
James McRitchie, 12/20/2011 ,
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…)
An Irrationally Exuberant Christmas
James McRitchie, 12/20/2011 ,
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 […]
Board Service: A Great Gig… Especially @ Apple
James McRitchie, 12/19/2011 ,
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 […]
Video Friday: Corporate Secretary 2011 Awards
James McRitchie, 12/16/2011 ,
Interviews conducted by Corporate Secretary deputy editor Aarti Maharaj of award winners and nominees at this year’s Corporate Governance (more…)
SEC Appeals Citigroup Decision
James McRitchie, 12/15/2011 ,
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 […]
Funds Should Attend More Annual Meetings
James McRitchie, 12/15/2011 ,
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 […]
15th Proxy Access Proposal of Season Filed at Nabors
James McRitchie, 12/14/2011 ,
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 […]
Review: The Organizational Ombudsman: Origins, Roles, and Operations–A Legal Guide
James McRitchie, 12/13/2011 ,
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 […]
SEC v. Citigroup Global Markets
James McRitchie, 12/12/2011 ,
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 […]
Video Friday: "Say on Directors iPay" @ Apple
James McRitchie, 12/09/2011 ,
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 […]
Aguilar Sworn in for Second Term
James McRitchie, 12/08/2011 ,
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…)
Face Off: "Will of the Voters" – Who Decides?
James McRitchie, 12/08/2011 ,
I’m glad to see Lawrence Hamermesh and I are moving past the “bullet” stage in our discussions on proxy access towards a real dialogue. Although he is no longer calling on boards to ignore the voting results of precatory (more…)
HP on Three Fronts
James McRitchie, 12/08/2011 ,
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…)
$50 Prize for Help With Statistical Modeling
James McRitchie, 12/08/2011 ,
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…)
Colgate & IBM Lead; Amazon, Berkshire, Cisco, Nike, Sprint, & Disney Lag
James McRitchie, 12/07/2011 ,
The CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranks companies in the S&P 100 according to their disclosure and board oversight of political spending activities. In the aftermath of the Supreme Court’s Citizens United decision, and with the (more…)
The Case for Proxy Access
James McRitchie, 12/07/2011 ,
The December 2011 issue of NACD Directorship magazine contains my article on “The Case for Proxy Access” beginning on page 40. Also of special interest to (more…)
Proxy Access Proposed at Six More Companies
James McRitchie, 12/06/2011 ,
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…)
HKEx: New Listing Rules
James McRitchie, 12/06/2011 ,
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 […]
NACD Directorship 100, Part Two
James McRitchie, 12/06/2011 ,
This is the second of a two part report on the NACD Directorship 100 program in New York on November 8-9. See part one. Human Capital, Risk and Reward (more…)
UNFI: How I Voted
James McRitchie, 12/05/2011 ,
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…)
LGIM Pushes Board Diversity
James McRitchie, 12/05/2011 ,
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, […]
Video Friday: China: Handle With Care — What Boards Need to Know
James McRitchie, 12/02/2011 ,
China presents enormous opportunities for Silicon Valley companies, but it also offers a very different regulatory, cultural, financial and operational paradigm for boards and executives. What should you know when contemplating investments, operations or acquisitions in China? How should you balance the often conflicting requirements of U.S. and Chinese regulators? What do best practices look […]
Cisco: How I Voted
James McRitchie, 12/01/2011 ,
Cisco (CSCO) is one of the stocks in my portfolio. Their annual meeting is coming up on December 7. Voting on MoxyVote.com‘s platform ends December 6. When I last looked, MoxyVote.com had recommendations from twelve “good causes,” which included five consolidations. ProxyDemocracy.org had three (more…)