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 Continue Reading →
Archive | December, 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 Continue Reading →
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 push Continue Reading →
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 the board. This may create a conundrum for corporations who want to do both.
Companies are torn between the safety and reliability of veteran leadership but also Continue Reading →
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, allowing corporations to manage more effectively. Instead, according to Denis, the authors use complexity theory to advocate stakeholder governance. Like other such efforts, they fail to Continue Reading →
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 experiment appears to be working. Accomplishments included: Continue Reading →
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. Continue Reading →
- Total Realized Compensation in the S&P 500 rose by about 36 percent.
- Total Realized Compensation in the Russell 1000 rose by more Continue Reading →
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 I live, work, and study in Washington, DC. I am also a CFA charterholder.
McRitchie: What got you interested in corporate governance and proxy access? Continue Reading →
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 Continue Reading →
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 friends should get to know each other. Of course, I just blamed it on being cheap but now see it was an early form Continue Reading →
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 often used in board searches, and it can make or Continue Reading →
Interviews conducted by Corporate Secretary deputy editor Aarti Maharaj of award winners and nominees at this year’s Corporate Governance Continue Reading →
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 a $285 Continue Reading →
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 Financial News (Shareholders: Turn up to meetings!, 12/14/2011), the FRC not only warned companies Continue Reading →
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 submitted the proposal on behalf of the City’s five pension funds,
Expropriating the corporate treasury to fund egregious CEO pay packages at the shareholder’s expense is both a symptom and a consequence of Nabors’ entrenched board. The only way to fix a recalcitrant board is to enable shareholders to elect directors other than those nominated by that same board.
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 recent NACD Directorship 100 program I asked that question during a panel focused on whistle-blowing and other mechanisms to report and resolve ethical issues. None of the panelists had any experience with organizational ombudsman at the companies they represented. Looking to the audience of several hundred, they too Continue Reading →
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 or secret criminal justice system, in which both crime and punishment are adjudicated behind closed doors…
Judge Rakoff blew a big hole in that practice yesterday. His ruling says secret justice is not justice, and that Continue Reading →
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 the pay given members of our Board of Directors as disclosed in the proxy Continue Reading →
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 Continue Reading →
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 Continue Reading →
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.
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 Continue Reading →
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 Continue Reading →
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 Continue Reading →
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 come into Continue Reading →
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 Continue Reading →
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 Continue Reading →
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, LGIM’s director of corporate Continue Reading →