Archive | December, 2013

Video Friday: The Cadbury Archive

Cambridge0judge-logoThe Cadbury Archive at Cambridge Judge Business School has been completed with the addition of copies of all the speeches on corporate governance made by Sir Adrian Cadbury, Chairman of the UK Committee on the Financial Aspects of Corporate Governance. The Archive, established in 2010 and part of the Cambridge Corporate Governance Network (CCGN), is a major source for researchers into corporate governance. Continue Reading →

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Mediant Opens New Fulfillment Center

mediant_logoMediant Communications, a provider of investor communications services and technology to banks, broker-dealers, mutual funds and corporations, today announced the opening of its new print-and-mail fulfillment center in Wayne, NJ.  The new facility enables the company to service the expanding needs and diversity of its growing customer base. Continue Reading →

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IRRCi 5 Year Impact Report, Accepting Research Award Submissions

IRRCi-5yrImpactSince issuing their first report in 2009, the Investor Responsibility Research Center Institute has made a deep impact – far beyond their expectations. A new Five Year Impact Report recaps the 28 reports IRRCi has issued, which cover a wide range of contentious issues – executive compensation, fracking, political spending and proxy voting – to name a few.  Since founding, they have remained passionate that all their research is objective and unbiased.  As a result, the research has become a valuable tool for investors, policymakers, and other stakeholders. Continue Reading →

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Shareholder Primacy: Paradigm or GroupThink

PeterTunjicGuest post from Peter Tunjic – Commercial lawyer, idea inventor, framework builder, business designer, board advisor and advocate and defender of free corporations. Peter writes at On Directorship and is “re-inventing the boardroom from capitalism’s forgotten first principles.” Thanks to Peter for permission to republish his following thought provoking post. Comments are always welcome but must come to me by e-mail so I can filter out the spam. 

Shareholder primacy is a norm of corporate governance that requires the allegiance of a corporation’s board of directors to the single objective of shareholder wealth maximization.   To think otherwise is considered a form of “corporate deviance.” Continue Reading →

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Last Opportunity to Vote for Proxy Access at Reeds Inc. (REED)

ReedsRedReeds, Inc $REED; you read the Proxy, the crazy Preliminary Proxy, and the rationale for proxy access. You’ve seen the movie, where I  explained the need for proxy access Now, don’t forget to vote! The annual meeting is December 20, 2013.  According to ProxyVote.com, Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date. That’s Thursday! Below are my proxy recommendations.  Continue Reading →

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WD-40 Seeks Director of Investor Relations & Corporate Communication

WD-40WD-40 $WDFC is seeking a passionate and driven Director of Investor Relations & Corporate Communication who brings to the table broad and deep experience in finance and corporate communication engaging the investment community with confidence and poise. The position manages the entire quarterly earnings process including logistics, preparation of press releases, presentations, scripts, Q&A, supplementary schedules, and follow-up calls with institutional analysts and stockholders.  Continue Reading →

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Best Coverage of SEC Proxy Advisory Services Roundtable

theracetothebottomTheRacetotheBottom has by far the best coverage I’ve seen on the SEC’s roundtable. Congratulations. Those interested in the tweet stream during the event can check out Proxy Advisory Services Roundtable: Tweets & Links to Analysis.

Of course, there was no one invited to the Roundtable to represent the interests of retail investors… left out again. My biggest disappointment is that no one mentioned the possibility of proxy advisor contests, such as what I proposed at Cisco. See Cisco: How Our Proxy Competition Would Work – The Short VersionContinue Reading →

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Video Friday: Vote "For" Proxy Access at Reeds Inc. (REED)

REEDGojiGinger_KombuchaMy first effort to record a video on corporate governance is about my proxy access proposal, now being voted on at Reeds Inc. (REED).  The video below explains Reeds’ great potential and why I submitted a 2013 shareholder proposal to allow shareholders proxy access for up to two director nominees.

Did you know 40% of our Board members own NO stock in our company or that directors are expected to show up for 10 Board meetings a year (plus various committee meetings) but are paid as little as $750 for their service? For that kind of work, with such little financial reward, what is their motive? Are they really Continue Reading →

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United Natural Foods (UNFI): How I Voted – Proxy Score 75

unfi-logoUnited Natural Foods, Inc. $UNFI is one of the stocks in my portfolio. Their annual meeting is coming up on 12/18/2013. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 12/11/2013.  I voted with management 75% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Using Sharegate: The Next Great Shareholder Communications Platform

sharegateOne way to use Sharegate is to announce your proxy votes. Far too many retail shareowners just trash their proxies instead of using them. A common misconception is that shareowners should take the Wall Street Walk and sell if they are displeased with any aspect of a company they own. That is like saying you should pack up and move out of the neighborhood if you think there should be a stop sign at the end of the block.  Continue Reading →

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Is Wall Street Capitalism Really “The Model”?

DavidEllerman

David P. Ellerman

Guest post from David P. Ellerman who works in the fields of economics and political economy, social theory and philosophy, mathematical logic, and quantum mechanics. His undergraduate degree was in philosophy at M.I.T. (’65), and he has Masters degrees in Philosophy of Science (’67) and in Economics (’68), and a doctorate in Mathematics (’71) all from Boston University. He has been in and out of teaching in economics, mathematics, accounting, computer science, and operations research departments in various universities (1970-90), founded and managed a consulting firm in East Europe (1990-2), and worked in the World Bank from 1992 to 2003 where he was an economic advisor to the Chief Economist (Joseph Stiglitz). He is currently a visiting scholar at the University of California/Riverside and a Fellow of the Center on Global Justice at University of California/San Diego.

He has published numerous articles in various fields and five books. The published and draft papers and book manuscripts, including Is Wall Street Capitalism Really “The Model,  are available on his website, David Ellerman. See also his working papers here on the SSRN site. Continue Reading →

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New Managing Director at ICGN

ICGNThe International Corporate Governance Network (ICGN)  announced that Kerrie Waring has been appointed as its new Managing Director following an international search over three months. The ICGN is the leading investor-led organisation of governance professionals, with members in over 50 countries, including institutional investors responsible for US$18 trillion in global assets. Continue Reading →

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Reeds Inc. (REED): The Case for Proxy Access & How I Voted

ReedsIn mid-July I e-mailed investor relations at Reeds Inc. $REEDGojiGinger_Kombucha ([email protected]) asking if REED had a classified board or plurality requirements for director elections. Can shareowners call a special meeting or act by written consent? What supermajority requirements are in place re M&A or other actions? No response. This surprised and disappointed me since they were prompt in answering previous e-mails: Make kombucha; we’re already working on it. Try one with coconut water and ginger; good idea. Where can I find Reeds Kombucha in Sacramento?; here’s a list.

According to FactSet Research Systems, “insider/stake ownership” at REED is 33.5% of the company’s float. Being almost a controlled company, maybe they don’t feel the need to respond to inquiries from ‘outside’ shareowners about the firm’s corporate governance.  They not only didn’t answer me, they blocked me from following their Twitter feed. Maybe management and the current board think the less outside shareowners know, the better for them? Continue Reading →

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Video Friday: Jon Lukomnik on Executive Compensation and Short-termism

LukomnikTK Kerstetter, Chairman, NYSE Governance Services / Corporate Board Member interviews one of the brightest minds in corporate governance, Jon Lukomnik, who serves as the executive director of the IRRC Institute. A columnist for Compliance Week, Mr. Lukomnik previously chaired the executive committee of the Council of Institutional Investors, co-founded and served as a governor of the International Corporate Governance Network and is co-author of the award-winning The New Capitalists: How Citizen Investors Are Reshaping the Corporate Agenda (Harvard Business School Press, 2006). Download Creating Responsible Financial Markets. Continue Reading →

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CalPERS Launches Search for General Counsel

CalPERS-logoThe California Public Employees’ Retirement System (CalPERS) is seeking a visionary in the legal profession for the role of General Counsel to serve as a critical member of the organization’s Executive Team in support of CalPERS pension and health care programs.

The General Counsel advises the Board of Administration, Chief Executive Officer and the organization on a broad array of matters, including fiduciary duty and responsibility, investment transactions, securities litigation, corporate governance, public pension law, health care law and government law. The General Counsel reports directly to the Chief Executive Officer. Said Anne Stausboll, CalPERS Chief Executive Officer: Continue Reading →

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AGM Foxholes Go Deeper

Foxhole Chickens

Foxhole Chickens

Wow, talk about holding a shareowner’s meeting in a foxhole; that’s not deep enough for Stillwater Mining (SWC)! Hat tip to Donna Anderson who wrote to say she got a kick out of our “foxhole” award when she saw it on Twitter.

I guess I missed the deadline for nominations, but I have another doozy for you. Stillwater Mining Co always holds its meetings somewhere in Billings MT where its headquarters are. Then, they traditionally offer shareholders who show up to the meeting a mine tour. They bus people a couple of hours out into the wilderness and take them down in the mine. Continue Reading →

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Take Action: Proxy Advisory Services Roundtable Seeks Comments

SECActNowOn November 27, 2013 the SEC Announced the agenda and panelists for their 12/5/2013 Roundtable On Proxy Advisory Services. In the first session, participants will discuss, among other topics, the current use of proxy advisory services, including the factors that may have contributed to their use, the purposes and effects of using the services, and competition in the marketplace for such services.  In the second session, participants will discuss, among other topics, issues identified in the Commission’s 2010 concept release on the U.S. proxy voting system, including potential conflicts of interest that may exist for proxy advisory firms and users of their services, and the transparency and accuracy of recommendations by proxy advisory firms. It is critical that members of the public, especially unrepresented retail shareowners submit comments, so your interests can be considered.

See Notice, Comments of James McRitchieComments Received, Suggested Email Comment, and Submit Comments

While the panelists look well qualified and reputable, none appear to represent retail shareowners. True, under the current framework Continue Reading →

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