Archive | April, 2014

Fluor Corporation (FLR): How I Voted – Proxy Score 13

FluorFluor Corporation $FLR is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 4/28/2014.  I voted with management 13% of the time.  View FLR’s Proxy Statement, which is user friendly.

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 CrimeI generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted.  Continue Reading →

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Guest Post: Relieve the Pain of Voting Season

MikeTyrrell at Work

Mike Tyrrell

Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development.  He is keen to open up the site to corporate governance analysts & corporate governance research.

I’ve heard so many complaints over the years about the work overload that occurs in ‘voting season’ and I’ve heard it from all sides: from investors, from research providers and from companies.  I’m aware that there are a number of structural changes, challenges and developments underway in the corporate governance and proxy advisory world.  These will take their course. Continue Reading →

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Kansas City Southern (KSU): How I Voted – Proxy Score 100

KSUKansas City Southern $KSU, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/1/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 4/23/2014.  I voted with management 100% 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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Talk is Cheap: The Board's Role in an Ethical Culture

SVDXAs Advertised: Board resolve can be critical to the development of an effective ethical culture — defined as the values that inform the behavior toward the organization’s stakeholders. Features of an ethical culture will be examined, along with its value to the bottom line, company brand and reputation. Examples of effective board involvement will also be explored, that still hold management responsible for operational execution and performance. Continue Reading →

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Many Boards Moving Ahead on Environmental and Social Issues

IRRCiCorporate boards are  exceeding legal oversight requirements on environmental and social issues, with more than half of S&P 500 companies providing board level oversight of environmental and/or social issues above and beyond that required by law. Board Oversight of Sustainability Issues finds that many industries subject to scrutiny – paper, forestry, healthcare, utility companies – are among the most  likely to have board oversight of sustainability issues. But, the retail sector lags despite criticism for recycling and labor and human rights practices.  Continue Reading →

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International Business Machines Corp. (IBM): How I Voted – Proxy Score 75

IBMInternational Business Machines Corp. $IBM, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/29/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/22/2014.  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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Kellogg Company (K): How I Voted – Proxy Score 78

kelloggKellogg Company $K, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/25/2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 4/21/2014.  I voted with management 78% 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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NCR Corporation (NCR): How I Voted – Proxy Score 40

NCRThe NCR Corporations $NCR, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 4/18/2014.  I voted with management 40% of the time. View Proxy Statement. Why no index with no links? That seems so basic. Perhaps NCR doesn’t want to make reading the proxy easy? Continue Reading →
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Contest: Foxhole of the Year Award

Peabodyno-entryAnnouncing the second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents.  Nominations are now being accepted for 2014.

Yuanzhi Li and David Yermack studied the location and timing of annual shareholder meetings in their study Evasive Shareholder Meetings. When companies move their annual meetings a great distance from headquarters, they tend to announce disappointing earnings results and experience pronounced stock market underperformance in the months after the meeting. Continue Reading →

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The Coca-Cola Company (KO): How I Voted – Proxy Score 63 – Things Go Better With a Split CEO/Chair

CokeThe Coca-Cola Company $KO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/15/2014.  I voted with management 63% of the time.  View Proxy Statement, which by the way is very nice and user friendly. See 18 Cool Things about the proxy.

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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Citigroup Inc (C): How I Voted – Proxy Score 33

citigroupCitigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014.  I voted with management 33% of the time.  View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →

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Bio-Rad Laboratories (BIO): How I Voted – Proxy Score 20

Bio-RadBio-Rad Laboratories, $BIO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 4/14/2014.  I voted with management 20% of the time.  View Proxy Statement. It is hard to believe but BIO not only doesn’t include a linked index, they don’t include an index or table of contents at all. Why make review ing the proxy so difficult? Continue Reading →

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Take Action: Quick Bites on Corporate Governance – Tell Me More

RalphNaderThe BBC reports Activist Ralph Nader wants you to get paid. Apparently, our Take Action: Join Nader’s Penny Brigade didn’t take hold.

BBC CAPITAL: This year, you’ve taken steps to get the Penny Brigade idea off the ground. You want 15 to 20 advocates for good company behaviour to provide setting-up costs for a watchdog foundation, right? You have personally pledged 1% of your net worth, or roughly $50,000, in each of the next three years. What are your next steps? Continue Reading →

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Video Friday: Join the Movement for Fair Equity Trading

iexIEX is the first equity trading venue owned exclusively by a consortium of buy-side investors, including mutual funds, hedge funds, and family offices. Dedicated to institutionalizing fairness in the markets, IEX will provide a more balanced marketplace via simplified market structure design and cutting-edge technology. IEX offers a fair-access platform to any qualified broker dealer. IEX is driven by a team of cross-industry experts with backgrounds spanning market venues, electronic trading, and broker-dealers. Continue Reading →

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Take Action: Vote Proxy Access at Citigroup (C)

citigroupThe deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.

The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates.  The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →

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Guest Post: Stay Informed with Jurify’s Free Corporate Governance Database

NicoleJassoLopez

Nicole Jasso Lopez

Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments. 

Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming.  And corporate governance is a particularly challenging area to navigate.  It is a patchwork of trends, best practices, successes and missteps supported and directed by a framework of federal and state law and rules of self-regulatory organizations, like the NYSE and Nasdaq. Continue Reading →

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SEC Seeks Comment on IAC Recommendation on Target Date Funds: IAC to Meet April 10th

SECThe Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from the Investor as Purchaser Subcommittee regarding crowdfunding regulations. Public portions are webcast. Continue Reading →

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Guest Post: Meet… James McRitchie, CorpGov.Net

MikeTyrrell at Work

Mike Tyrrell

James McRitchie

James McRitchie

Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development.  He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net.  Continue Reading →

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