This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance Matters (see my review) focuses on debunking “best practices” in corporate governance, A Real Look at Real World Corporate Governance takes more of an abbreviated case study approach, delving into how several decisions were made by boards at specific companies. Continue Reading →
Archive | July, 2013
QVB vs Proxy Exchange: Buy Votes or Assign Them?
Thanks to Broc Romanek I learned of what he termed the Wildest Idea of the Year? Creating a “Vote Buying” Framework, July 29, 2013. Here’s part of his take:
Two Professors from the U. of Chicago – Eric Posner and Glen Weyl – have used their economic backgrounds as a way to devise a solution to shareholders who are too lazy to vote or too ill-informed when they vote as noted in their study. So the essence of their idea is to force shareholders to buy votes so that only “interested” parties have a right to vote – owning shares would only provide a shareholder with a right to profits… Continue Reading →
Noteworthy Proposal to Cap Pay Ratio at Microsoft (MSFT)
A proposal by Qube Investment Management, which owns 10,208 shares of Microsoft ($MSFT), to cap pay has been challenged through the “no-action” process. See incoming correspondence to the SEC. The resolved clause of Qube’s proposal reads as follows:
Resolved: The the Board of Directors and/or the Compensation Committee limit the average individual total compensation of senior management, executives and all other employees the board is chanted with determining Continue Reading →
Video Friday: Bruce Freed & Disclosure of Political Contributions
This session features a debate on corporate political spending by Bruce Freed, president and founder of the Center for Political Accountability, and Brian Cartwright, a former general counsel at the Securities and Exchange Commission. They discuss the most frequently submitted type of proxy proposal in 2013, disclosure of political expenditures. How do we address corporate money in politics? There’s no real video on this one, just a picture of the Continue Reading →
FAMulous Basis for Achieving Alpha
No, this article isn’t about becoming famous though the internet, the Sisters of the Sororitas, or Famulous Eateries in Bangkok. Rather, I just spent an hour on a Webinar with GMI Ratings on their Forensic Alpha Model (FAM), designed to help investors predict stock returns using forensic-accounting and governance-related measures of issuer risk.
Yes, it was essentially a commercial… but it was very convincing. A few of the facts: Continue Reading →
2013 Proxy Season Review
Steven Hall Partners published a list of all the failed “say on pay” votes this season to date. 56 companies failed with an average 60% ‘Against’ vote.
- Two additional company received less than 50% ‘For’ but considered the vote a win because ‘For’ votes outnumbered ‘Against’ votes due to abstentions. I say they’re crazy. They failed.
- Nine companies have failed previous votes
- Abercrombie & Fitch Co. failed in 2012
- Big Lots, Inc. failed in 2012
- Cogent Communications failed in 2011
- Comstock Resources failed in 2012
- Freeport McMoran Copper & Gold, Inc. failed in 2011
- Gentiva Health Services failed in 2012
- Three companies have failed all three of their say on pay votes (2011, 2012 & 2013)
- Kilroy Realty Corp.
- Nabors Industries Ltd.
- Tutor Perini Corp. Continue Reading →
Corporate Governance: Stepping Back in Time
Five years ago in Corporate Governance
Publisher’s Note: Yes, you’ll find many broken links. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared.
Since 2005, KLD has studied the S&P 100’s sustainability reporting practices for the Sustainable Investment Research Analyst Network, a working group of the Social Investment Forum. The 2008 Sustainability Report Comparison reveals encouraging news. Of the 100 largest U.S. publicly-traded companies, 86 maintain corporate sustainability websites and 49 produced sustainability reports in 2007. Continue Reading →
Seven Proxy Proposals Worth Considering for Next Season
After finding some “off-beat” proposals made at Fortune 250 firms and posted to ProxyMonitor.org, Laura J. Finn thinks the following might be Five Coming Trends in Shareholder Proposals (Corporate Board Member, July 11, 2013). I provide a brief evaluation of each and add a couple of my own. Continue Reading →
Video Friday: FDIC's Virtual Directors' College Program
Corporate Governance Presentation from the FDIC’s video series entitled the Virtual Directors’ College Program – This presentation reviews corporate governance principles that are vital to a director’s role in setting the direction of the bank. Continue Reading →
Selected Tweets From ICGN 2013 in New York
Unfortunately, I got sick in New York, so missed the entire second day of ICGN 2013. Several weeks later, I am still recovering and am way behind in my other work, so any real comments I have on the conference will be long delayed. In the meantime, here are a few selected tweets.
They aren’t in order. Some may be retweets. Nothing guaranteed here re authenticity or links that work but I found them interesting and hope you will as well. I’ve edited out some duplicates but some may remain. It was a great program. Continue Reading →
End Zombie Directors: Action Needed for Majority Vote Mandate
I urge readers to support the June 20th petition by the Council of Institutional Investors (CII) to the NYSE and Nasdaq for the exchanges to require listed companies to elect directors by majority vote in uncontested elections. CII’s letters to both exchanges are posted here. Continue Reading →
Steris Corp. ($STE): Proxy Score 100
Steris Corp. (STE) is one of the stocks in my portfolio. Their annual meeting is coming up on 7/25/2013. ProxyDemocracy.org had collected the votes of one fund when I checked on 7/15/2013. I voted with management 100% of the time. View Proxy Statement. Continue Reading →Comptroller Spitzer for Better Corporate Governance
Eliot Spitzer, the former “Sheriff of Wall Street” as New York Attorney General, would bring unprecedented visibility and creativity to the role of New York City Comptroller. He wants to re-envision the Comptroller’s, just as he did the Attorney General’s. I believe he will.
In a recent interview, Spitzer said the Comptroller is “a significant player in terms of the pension funds and how those shares are voted. And when I speak with folks about corporate governance, the missing link in all of this has been ownership.” (What Spitzer might be up to as NYC comptroller, 7/10/2013) Continue Reading →
Robert Monks: Obtaining Proxy Vote Information on 401(k) Plans Often Difficult
Robert Monks has just begun a series of articles at CSRwire on his most recent book, Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream (my review). Part one of the CSRwire is A Simple Solution to Runaway Corporate Power. See also, Robert A.G. Monks, Crusading Against Corporate Excess, NYTimes, July 6th. His main message is simple, “Corporations must have involved owners and ownership is both a right and a responsibility.” I took his advice on my own 401(k) plan and got an eye-opener. Continue Reading →
Jon Lukomnik Wins ICGN Award for Corporate Governance
Jon Lukomnik, Executive Director of Investor Responsibility Research Center Institute (IRRCi), was announced the winner of the 2013 International Corporate Governance Network (ICGN) Award for Excellence in Corporate Governance. He received the honor at the ICGN annual general meeting in New York, New York. Ralph Whitworth, Founder and Principal of Relational Investors, was awarded the Lifetime Achiever Award, and a special posthumous award was given to the late Michael O’Sullivan, former President of the Australian Council of Superannuation Investors. Continue Reading →