CorpGov Bites

The Activist Investor – Why Companies Oppose Proxy Access discusses three possibilities:

  1. Directors and executives automatically oppose investors. The subject or the investor doesn’t matter. Anything investors want must be bad.
  2. Directors and executives are quite risk averse.
  3. Maybe there’s a very real, material possibility that incumbent directors would start to lose more elections.

Michael Levin concludes:

One could only hope that they start to worry as much about the performance of the company that they lead as they do losing their precious board seat.

From the arguments presented by the Chamber, boards may believe they will be compelled by their fiduciary duty to spend nearly the entire corporate treasury to ensure less qualified candidates nominated by shareowners are not elected.

Let’s hope nominees are well qualified and that ISS, Glass Lewis and active shareowners can put pressure on directors not to waste corporate assets on expensive campaigns to keep themselves entrenched in office.

TheShareholderActivist.comEmbrace Your Roots delves into the origins of stock markets and contains some interesting trivia. Blogger Featured in CFA Magazine Piece on Financial Psychopaths.

Self-interest, power and control are the central lubricants and dominant character features that drive the Financial Psychopath. The core of this type of individual is lacquered in a thick veneer of shamelessness, as he possesses a distinct lack of empathy and/or interest in other people (especially in terms of what they feel or think). Financial Psychopaths frequently possess abundant charm, charisma, intellect, credentials, unparalleled capacity and talent for lying and deception, and a drive for thrill seeking.

Sound like anyone you know?

The Conference Board2012 is the Year of Corporate Political Spending highlights Commissioner Aguilar’s speech, Shining a Light on Expenditures of Shareholder Money, and a recent report from As You Sow, titled Proxy Preview 2012, among other items. Good to see TCB informing its members on this important proxy issue.

JDSupra.comCorporate Governance Best Practices – 2012 Proxy Season by Yvan-Claude J. Pierre and Jason Bar of Reed Smith discusses SEC”) and corporate governance activists have been promoting for the forthcoming proxy season. In particular, companies may need to address five hot corporate governance issues for this proxy season:

  • Rotation of committee members
  • Board diversity
  • Independent chairmanship
  • Lead independent director
  • Auditor rotation

PIRCKay Review hints at a new regime from the March 3 Alert. Kay argues that many respondents, implicitly or otherwise, seemed to accept the potential for preferential treatment for longer-term investors. This might be facilitated by fiscal incentives, differential voting rights, or other mechanisms. The report’s language here is enlightening. From the report:

If shareholders were not treated equally, then some shareholders who did not receive the advantages given to others might be discouraged from entering the market. It is not obvious that such discouragement would always be a bad outcome… Measures to favour some shareholders might plausibly be to the benefit of shareholders as a whole if it facilitated better governance and decision making within companies.

If adopted in the UK, will it hop across the Atlantic? Worth keeping an eye on, at least. Also of note, PIRC reports that due to the low say on pay vote last year, Janus’ CEO Richard M. Weil’s pay will be capped at $10 million – a 40% reduction compared to 2010. Still seems high to me but at least it provides evidence that shareowners can have an impact… if they vote.

Boardroom INSIDER – Ralph Ward’s March edition contains several interesting tidbits, as always.  Here are just a couple:

  • Wynn Resorts not only booted director Kazuo Okada from its board, but forcibly redeemed his hefty stockholding in Wynn (with a 30% haircut) on allegations that he was involved in corrupt foreign payments to Philippine casino regulators.
  • Some global corporations, including Deere Inc. and Frontier Communications, either formally or informally, assign members of the board to mentor high-pots on the skills they’ll need to lead the corporation down the road. Given the vitae of many public company board members (current or retired CEOS, C-suite execs, venture folks), future leaders can get first-hand advice that no MBA can offer.

Venturing into New Territory: Career Experiences of Corporate Venture Capital Managers and Practice Variation by Vibha Gaba and Gina,Dokko found that corporate venture capital managers with an independent venture capital background are more oriented toward
financial goals and are more likely to make investments in earlier stage start-ups. They tend to be less focused about the industries they invest in. They’re just looking for something that appears very promising.

Those with technology backgrounds, however, showed a different investment pattern.

Managers who came to the job with technology backgrounds or from within the corporation tended to invest in a narrower range of start-ups, typically with a technological orientation that could help the larger firm.

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