Archive | March, 2012

Video Friday: Johnson & Johnson's Acuvue Fails to See Issues of Stereotyping Clearly

Sociological Images (Boys Want Success, Girls Want Boys) noted a recent Acuvue contact lens commercial aimed at teens that reinforces both gender and racial stereotypes.

The teens look forward to their futures. For the boys, these involve future career success — notice the African American teen dreams of being a famous athlete, while the White boy’s Continue Reading →

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USPX Updates Model Proxy Access Proposal

Two weeks after SEC lawyers granted six corporations approval to exclude “proxy access” proposals from their proxy materials, United States Proxy Exchange (USPX) members are already submitting an updated version of that same proposal to other corporations. Updated language addresses the flimsy pretexts for the lawyers’ decision, as well as implementing improvements to the proposal language that shareowners have recommended.

The original proposals were based on a USPX model proxy access proposal released on November 10, 2011. Today, the USPX announced an update to that model proposal, which shareowners can submit to corporations. Shareowner Kenneth Steiner received an advance copy of the update, and he has already submitted proposals based on the new language to Medtronics (MDT) and Forest Labs (FRX).

Read more on the USPX website.

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Board Evaluations: Rigorous Process or Kabuki Theater?

In recent years, virtually all boards acknowledge that an annual board evaluation is required by “best practices.” How that evaluation should be done, by the board members themselves or by outside “experts” still remains an open matter. And whether these evaluations, either internal or external, are in most cases useful in improving board performance or in “weeding out” nonproductive directors, is also a matter open to debate. Which evaluation practices offer the best chance of improving board performance? Which offer the best chance of persuading a noncontribuing director to not stand for re-election? Continue Reading →

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ICGN to Release Best Practice Guidelines on Political Spending & Contracts

ICGN Logo

After extensive consultation with global investors, the ICGN releases two new best practice guidelines: ICGN Guidance on Political Lobbying and Donations and Model Contract Terms Between Asset Owners and Managers. Said Christianna Wood, Chairman of the ICGN Board of Governors:

In the post-global financial crisis environment few topics have received as much attention as asset manager contracts and corporate political contributions. We are pleased to be able to launch these Continue Reading →

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Pushback From SEC Staff

“Stunning,” “arbitrary,” “unjustifiied” … “questionable”: these are some of the words individual shareowners are using to describe the SEC handling of six corporations’ requests to be allowed to exclude the USPX model proxy access proposal from their 2012 proxy materials.* This week, the Commission’s staff approved every one of those requests.

Corporate executives routinely solicit SEC staff no-action letters indicating staff will recommend no enforcement action should a company exclude a proposal from its proxy materials. Grounds for excluding proposals are spelled out in Rule 14a-8(i)(9) and include cases where proposals might violate state law, address personal grievances, relate to routine business decisions, etc. Continue Reading →

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India's Cross Border Deals Point to Needed Reforms

To do more jumbo deals in a tougher world, Indian firms need to tackle a glaring area of weakness. This is their complex structures, which mean cash flows are spread thinly, and their dislike of issuing equity for fear of diluting their controlling shareholders. Both factors combined make it hard to marshal resources without resorting to risky levels of debt. India’s second-biggest group, Reliance Industries, scores well on the first count, and has the financial firepower to spend perhaps $15 billion safely. But few others do. On February 25th Vedanta, a London-listed natural-resource firm with assets mainly in India, launched an operation to merge its domestic units and clear up a sprawling empire. More firms need to do the same.

That’s the conclusion of Running with the bulls: Are Indian firms really going to take over the world?, The Economist, 3/3/2012. Although they’ve gotten a lot of press, India’s share of global cross-border deals by value has been relatively small, about the same as buyers from Brazil and Russia, well China. Moving away from holding chains with dominant shareonwers may hold a key to enabling more promising acquisitions.

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LA Trustees Roundup 2012: Corporate Governance

As Laura Berry mentioned at the conference, this is an event to recharge your batteries. It is great to learn what others are doing. Of course, the list of things I need to do grows exponentially every time I attend one of these gatherings of mostly California public pension funds. Disclaimer, disclaimer, disclaimer: Nothing I report is a quote. Opinions expressed don’t represent the views of respective organizations and may not even represent the views of those attending the event. Provocation may be intended Continue Reading →

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