Archive | August, 2012

Video Friday: Clawback Invoked

With the passage of the Dodd-Frank and the Sarbanes Oxley Acts, clawback policies have become increasingly prevalent among public companies. However, it is rare to find a company actually put a clawback policy into effect. Citing Equilar’s findings from the 2012 Clawback Policies Report, we review what a clawback policy is and we examine what triggered one major U.S. bank to put their clawback policy into action. Continue Reading →

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SEC to Hold Small Business Advisory Meeting in San Francisco

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies will hold its next meeting in San Francisco on September 7 to discuss market structure and disclosure rules among other issues affecting smaller companies.

The Advisory Committee was formed last year to provide a formal mechanism for the SEC to receive advice and recommendations on privately-held small businesses and publicly-traded companies with a market capitalization of less than $250 million.  Continue Reading →

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Modeling Black Swans

GMI Ratings has long maintained that the increasing frequency of Black Swan events in capital markets will continue to challenge traditional approaches to risk modeling and portfolio management. For at least the past two decades, doubts have been mounting about the ability of classical economic theories and portfolio management philosophies to reliably describe, explain or predict anomalous trends and events in the stock market. Value-crushing scandals, such as those at Chesapeake Energy, Carnival, Wal-Mart, Halliburton, MF Global, News Corporation and BP have become all too familiar. Continue Reading →

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Pershing Square's Battle Over CP Argues for Proxy Access & Alternative Proxy Advice

After his victory at Canadian Pacific Railway (CP), Ackman claimed “Directors are sitting up more straight and reading board materials more carefully and questioning the CEO more intently. That is a very, very good thing.” Who can argue with that? But will better posture, thorough reading of thousands of pages of board materials and asking more questions be enough? I argue it would pay boards to get more frequent advice from shareowners and better analysis by proxy advisors. Continue Reading →

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Increased Disclosure Needed for Open-Market Repurchases

Insider Trading via the Corporation, by Jesse M. Fried of the Harvard Law School, examines the regulations applicable to U.S. firms trading in their own shares and puts forward a proposal for reform that I hope will be recommended to the SEC by the SEC Investor Advisory Committee (SECIAC), along with other recommendations I made in this June post, If I Were on the SEC’s Investor Advisory Committee: Recommendations to Help Retail Investors. Continue Reading →

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Director Elections: Shareowners Still Relatively Powerless

In theory, throwing out current directors and/or electing new candidates through their proxy votes is the most important function of shareowners with respect to corporate governance. That’s how we hold our agents accountable. In practice, shareowners look like powerless wimps, even at companies with majority or plurality plus resignation election standards. At least that is my conclusion after reading the excellent report by Kimberly Gladman, Agnes Grunfeld and Michelle Lamb of GMI Ratings, sponsored by IRRC Institute and its Executive Director, Jon Lukomnik. Continue Reading →

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CalPERS May Boycott Dual-Class IPOs

CalPERS is considering a policy of not investing in the initial public offerings (IPOs) of dual-class companies where shareowning is structured so that a minority will control the majority of the votes. From what I have seen, CalPERS has already opposed those that exist but this step would allow the retirement system to avoid purchasing shares in such companies as they enter the market, even though they may be included in various indexes included in the fund’s portfolio. Continue Reading →

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Emerging Markets ESG: Interviews & Database

The Global Unions’ Committee on Workers’ Capital (CWC) is an international labor union network for dialogue and action on the responsible investment of workers’ capital. The CWC Secretariat is hosted at the Shareholder Association for Research and Education (SHARE), a leader in responsible investment services for institutional investors.  In her capacity as International Program Director at SHARE, Priya Bala Miller executes strategic planning, coordination and program development for the CWC.  Prior to joining SHARE, Priya worked with UN agencies and international NGOs as an advocate for corporate social responsibility and sustainability. Continue Reading →

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Video Friday: Tipping Off the SEC

Watch the What Happens to Tips (in wmv format) by the SEC’s Sean McKessy, Chief of the Office of the Whistleblower, and/or read the transcript below. As Broc Romanek noted, “for the most part, it provides comfort to the potential whistleblower – until you get to this phrase near the end of the video: “SEC enforcement actions can take years to be finalized.” That is a true statement that may scare off a few folks…” Continue Reading →

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New CEOs: The Diversification of the Corner Office

Sociologists Richard Zweigenhaft and G. William Domhoff began studying ascendance to the top corporate office 20 years ago and, while the population of CEOs is far from diverse, they report that they have been surprised to see as many women and minorities as they have.  Today there are 80 white women, African Americans, Latinos, and Asian Americans at the head of Fortune 500companies. Continue Reading →

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Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices

India’s InGovern Research Services Pvt. Ltd. “assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.”  Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in corporate governance and taking their fiduciary responsibilities regarding proxy voting seriously. Continue Reading →

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Contests: Mining EDGAR XBRL & Research on Lifelong Financial Security

XBRL Challenge

XBRL US announced the 2nd annual XBRL Challenge, a contest to discover the top open source analytical tools that can mine XBRL-formatted corporate financial data from the SEC’s EDGAR database.  $20,000 will be awarded to the top two teams, individuals or organizations that submit the most useful and user-friendly application that conducts innovative analysis of public companies.  The XBRL Challenge is sponsored by the American Institute of Certified Public Accountants (AICPA), the CFA Institute, and WRDS (Wharton Research Data Service)Continue Reading →

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Proxy Access Moves Forward: Forest Labs, Medtronic & H&R Block

The cartoon at left accompanied an article entitled Where are the funds? (Pensions & Investments, 3/5/2012) P&I lamented, “instead of sitting on the sidelines, activist investors should take advantage of the opportunity to file access proposals… proxy access proponents must be adventurous.” We are going to use the key; adventure is on the way.

As I mentioned in my post 2012 Proxy Access Efforts (July 10), Ken Steiner’s proxy access proposals will be voted on at the Forest Labs (FRX) annual meeting, scheduled for August 15th and the Medtronic (MDT) meeting, scheduled for August 23rd. Word came last week; the SEC also refused to grant a no-action letter to H&R Block (HRB), so Steiner’s USPX designed proposal will also be voted on at their meeting on September 13th. Continue Reading →

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