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 […]
Archive | August, 2012
Step Into the Corporate Governance Way Back Machine
James McRitchie, 08/30/2012 ,
Time to step into the way back machine to see what we were reporting on 5, 10 and 15 years ago. Five Years Ago @ CorpGov.net: The Main Topic was Proxy Access (more…)
SEC to Hold Small Business Advisory Meeting in San Francisco
James McRitchie, 08/29/2012 ,
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 […]
Modeling Black Swans
James McRitchie, 08/29/2012 ,
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 […]
Pershing Square's Battle Over CP Argues for Proxy Access & Alternative Proxy Advice
James McRitchie, 08/28/2012 ,
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 […]
Increased Disclosure Needed for Open-Market Repurchases
James McRitchie, 08/27/2012 ,
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 […]
Video Friday: The Voice of Students & Power of Endowments
James McRitchie, 08/24/2012 ,
On February 15th, the Responsible Endowments Coalition honored Anuradha Mittal, the Executive Director of the Oakland Institute. Anuradha spoke about university investments in land grabs—the act of buying up vast tracts of land in poor countries that often result in environmental destruction and violations of human rights. (more…)
Director Elections: Shareowners Still Relatively Powerless
James McRitchie, 08/23/2012 ,
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 […]
CalPERS May Boycott Dual-Class IPOs
James McRitchie, 08/22/2012 ,
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 […]
SEC Issues First Whistleblower Payout
James McRitchie, 08/21/2012 ,
A whistleblower who helped the Securities and Exchange Commission stop a multi-million dollar fraud will receive nearly $50,000 — the first payout from a new SEC program to reward people who provide evidence of securities fraud. (more…)
Emerging Markets ESG: Interviews & Database
James McRitchie, 08/21/2012 ,
The Global Unions’ Committee on Workers’ Capital (CWC) is an international labor union network for dialogue and action on the responsible investment of workers’ capital. The CWC Secretariat is hosted at the Shareholder Association for Research and Education (SHARE), a leader in responsible investment services for institutional investors. In her capacity as International Program Director at SHARE, […]
Medtronic: How I Voted – Proxy Score 47
James McRitchie, 08/20/2012 ,
Medtronic ($MDT) is one of the stocks in my portfolio. Their annual meeting is coming up on 8/23/2012. ProxyDemocracy.org had collected the votes of 5 funds when I voted on 8/18/2012. I voted with management 47% of the time. (more…)
Video Friday: Tipping Off the SEC
James McRitchie, 08/17/2012 ,
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 […]
Corporate Governance & the “New Normal”
James McRitchie, 08/16/2012 ,
In the wake of the financial crisis of 2008-09, some observers believe that our traditional market-based, capitalistic, macro-economic business environment may be entering a new era, dubbed the “new normal,” in which economic, political and surrounding influences and circumstances will not return to their pre-crisis norms. (more…)
Hotline Governance
James McRitchie, 08/15/2012 ,
The Network, Inc., a leading provider of integrated governance, risk and compliance (GRC) solutions, and BDO Consulting, a division of BDO USA, LLP, released their 2012 Corporate Governance and Compliance Hotline Benchmarking Report, an annual statistical study of compliance hotline-related activity for the past five years. (more…)
Costco: Proxy Advisor Contest Proposed
James McRitchie, 08/14/2012 ,
My wife, Myra Young, submitted a proxy proposal to Costco aimed at establishing a new and innovative way for shareowners to obtain proxy voting advice. The proposal would set up a contest, pay for proxy advice out of entry fees and corporate funds, and would then share the advice of four winners with all Costco shareowners. […]
New CEOs: The Diversification of the Corner Office
James McRitchie, 08/13/2012 ,
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 […]
Golden Peacock Nomination Date Draws Near
James McRitchie, 08/11/2012 ,
Golden Peacock Awards, instituted by the Institute of Directors in 1992, are now regarded by many as holy grail of Corporate Excellence worldwide. The Golden Peacock Awards Secretariat receives over 1,000 entries per year for various awards, from over 25 countries worldwide. IoD sees the Golden Peacock Award as a powerful way to build a […]
Video Friday: CalSTRs & CalPERS
James McRitchie, 08/10/2012 ,
Corporate governance leaders from both sides of the Sacramento River speak out on shareowner values. (more…)
Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices
James McRitchie, 08/09/2012 ,
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 […]
Influence ISS: Take Their Survey
James McRitchie, 08/08/2012 ,
ISS influences how funds vote their proxies. Here is your chance to influence them. Take their 2013 policy survey online by August 17th or regret your failure to act all next proxy season. You don’t have to be an ISS customer, although it probably helps. (more…)
Contest: Post-Modern Portfolio Theory
James McRitchie, 08/07/2012 ,
Second Annual Contest for Best Research on Post-Modern Portfolio Theory: Uniting the Real Economy with Portfolio & Investment Theory. (more…)
CalSTRS & Florida SBA Advance Shareowner Rights
James McRitchie, 08/06/2012 ,
Two of my favorite funds, CalSTRS and Florida SBA whose proxy votes are reported on ProxyDemocracy, released statements to the press about accomplishments this proxy season. Their accomplishments are impressive by any standard. (more…)
Video Friday: Defending Against Negative Say-On-Pay Recommendations
James McRitchie, 08/03/2012 ,
In say-on-pay’s second year, recommendations from proxy advisors have grown in significance for public companies. This week’s Behind The Numbers, from Equilar takes a look at firms that faced daunting negative recommendations by proxy advisors in 2012 and examines what those companies did to defend their pay practices. (more…)
Contests: Mining EDGAR XBRL & Research on Lifelong Financial Security
James McRitchie, 08/02/2012 ,
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 […]
Proxy Access Moves Forward: Forest Labs, Medtronic & H&R Block
James McRitchie, 08/01/2012 ,
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 […]