Archive | September, 2013

The False Promise of the Enhanced Broker Internet Platform

AmBusConfOn September 22, the HLS Forum on Corporate Governance and Financial Regulation posted an article (The Promise of the Enhanced Broker Internet Platform) from John Endean, President of the American Business Conference, a coalition of CEOs of mid-cap companies. I attempted to post a comment on the HLS Forum but it appears to have fallen through the cracks. Mr. Endean begins as follows:

A breakthrough for improved corporate democracy is languishing at the Securities and Exchange Commission. The breakthrough, called the Enhanced Broker Internet Platform (EBIP) is a technological innovation that would make it vastly easier for shareholders to participate in corporate elections for directors and shareholder resolutions. This is important because the rate of individual or “retail” shareholder voting is pitifully low. For example, in fiscal year 2012, the rate of retail positions voted was less than 14%.

Mr. Endean purports to speak for retail shareowners, but employs only a thin disguise. Continue Reading →

Continue Reading ·

Take Action: Comments on SEC Pay Ratio Rulemaking Due December 2

I-Want-Your-OpinionLast week the SEC finally proposed rules to require public companies to disclose the pay ratio between their CEO and their employees, as mandated by Dodd-Frank. Companies would have to disclose the ratio between CEO compensation and the median pay of their employees. Update: Comments due December 2nd.

As reported by the WSJ,  the ratio of “average” pay jumped from 51.6 in 1981 to 319.7 in 2011, according to data compiled by Kevin Murphy of the University of Southern California. The AFL-CIO sampled S&P 500 firms and claims the ratio went from 42 in 1980 to 380.

In response to complaints from multinationals that tallying pay for workers around the globe would be prohibitively expensive, the SEC’s draft largely leaves estimating and sampling methodology up to individual companies. Continue Reading →

Continue Reading ·

Corporate Governance: Stepping Back in Time From September 2013

MrPeabodysWayBackMachinePublisher’s Note: Yes, you’ll find many broken links in the material referenced below. 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. More about the WABAC machine.

Five Years Ago in Corporate Governance

  • According to Jackie Cook,  “Opposition to CSR resolutions by mainstream fund groups (votes cast ‘against’ CSR shareholder resolutions) has fallen by a full 13 percent over the five year period, from 85 percent in 2004 to 72 percent in 2008. This corresponds with a large and sustained increase in abstentions by mainstream funds on CSR resolutions over the five year period from 10 percent in 2004 to 16 percent in 2008.” We concluded Continue Reading →
Continue Reading ·

Video Friday: When Shareholders Vote Go & Board Says No + Top 20 Films about Finance

Recommended viewing this week is a discussion between TK Kerstetter, Chairman, NYSE Governance Services / Corporate Board Member and Scott Cutler, EVP, NYSE Euronext. Learn when directors most frequently get withhold votes. Shareholder communication is critical. To watch this one, you will need to go directly to This Week in the Boardroom.

In our second of this “double feature”  identifies the top 20 films on the basis of both their entertainment value and their educational value. Continue Reading →

Continue Reading ·

New Proxy Advisor in Australia Doesn't Ignore Retail

Vas Kolesnikoff

Vas Kolesnikoff

KOLESNIKOFF Governance touts itself as “the only professional provider of independent proxy voting and governance research on ASX listed companies and capital markets which is accessible by all investors.” According to their website:

We fill the void in professional corporate governance and proxy voting research available to Australia’s retail, self-funded and self-managed superannuation fund (SMSF) investors, who have previously had no way to access costly reports prepared for institutional clients. Continue Reading →

Continue Reading ·

Review: Shareholder Activism as a Corrective Mechanism in Corporate Governance

Paul Rose

Paul Rose

Bernard Sharfman

Bernard Sharfman

Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN.

Type: Theoretical

Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? Continue Reading →

Continue Reading ·

Video Friday: Delaware Law Issues Update

CorporateSecretariesThe Society of Corporate Secretaries & Governance Professionals and The John L. Weinberg Center for Corporate Governance at the University of Delaware are pleased to announce a new conference focused on Delaware corporate law issues essential to corporate secretaries, in-house and outside counsel. The conference will be held at the University of Delaware in Newark, Delaware on Wednesday, November 20, 2013 through noon on Thursday, November 21.WeinbergCtr

Registration. Sponsorship Opportunities.

In this interview, Charles Elson previews a program on Delaware legal issues to be held at the University of Delaware November 20-21. Elson is Director of the University’s Continue Reading →

Continue Reading ·

Good Reads in Corporate Governance: Quarterlies & More

DBAR-2013-cvr-tocThe Annual Report 2013” from Directors & Boards has lots of great articles, as always, but my favorite in the current issue is James Kristie’s The Year in Review

“It was a full agenda for activists, regulators, and reformers — and the boards that had to react to them. A month-by-month timeline of year 2012 and the people, companies, organizations, initiatives and events that kept corporate governance in the headlines.” Continue Reading →

Continue Reading ·

Good Reads in Corporate Governance: Redefining Materiality II

MarcyMurninghan

Marcy Murninghan

RedefiningMaterialityIIAccountAbility has released a comprehensive report examining the growing importance of non-financial factors on corporate performance, disclosure, and valuation. Redefining Materiality II by Marcy Murninghan was developed in response to accelerating acceptance that non-financial materiality is an influential factor in corporate valuation.

As part of a new series of publications on materiality, the report describes the landscape of various global materiality initiatives and provides a framework for corporate leaders and boards to enhance the definition and management of non-financial materiality. Continue Reading →

Continue Reading ·

2013 Millstein Forum: Deconstruction of SIFIs and Capital Allocation

IraMillstein

Ira Millstein

Deconstruction of SIFIsThe following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery for more photos, agenda, notes, etc.

Moderator: Ira M. Millstein, Chair, Center for Global Markets and Corporate Ownership at the Columbia Law School; Counsel, Systemic Risk Council; Senior Partner, Weil, Gotshal & Manges. Panelists were as follows: Continue Reading →

Continue Reading ·

2013 Millstein Forum: Managing Risk for Diverse Ownership

ManagingRiskPanel

Managing Risk Panel

The following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery with links to other materials as well.

Moderator:  Peggy Foran, Chief Governance Officer, VP and Corporate Secretary at Prudential Financial, substituted for Holly J. Gregory, Partner, Weil, Gotshal & Manges LLP. Panelists included: Continue Reading →

Continue Reading ·

2013 Millstein Forum: New Communication Tech – Help or Hinderance?

Communication Technology Panel

The following are cryptic notes and a few photos taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery with links to other materials as well.

For the panel on social media the moderator was John A. Seethoff, Vice President and Deputy General Counsel, Assistant Secretary, Microsoft Corporation. (Wow, check out the interviews with each board member on Microsoft’s website. I’m impressed!) Continue Reading →

Continue Reading ·

2013 Millstein Forum – Keynote Speaker: Sheila Bair

Sheila Bair

Sheila Bair

The following are cryptic notes and a photo taken at the 2013 Millstein Forum held June 24 & 25 at Columbia Law School. Be sure to check out the Forum’s photo gallery. I was probably paying more attention to my table-mates than the speaker but decided to post my note and an extensive interview conducted by Bill Moyers.

BofA wasn’t required to take over Countrywide. Regional banks performed better. People need to ask questions. Boards need to understand risks. Key problem was leverage. Borrowing $30 for every $1 of equity. International standard for  leverage was 3%, now going to 6%. FDIC will take control of the holding company and will support the banks through default. Recapitalize from bond. Need to make sure there is plenty of secured(?) debt at holding company. Set debt requirements to give us better market discipline. Bond holders will put on more pressure. Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by WooThemes