Archive | June, 2014

MSCI to Acquire GMI Ratings

MSCIMSCI Inc. (MSCI) announced it has agreed to acquire GMI Ratings, a provider of ESG (environmental, social and governance) ratings and research to institutional investors, through its subsidiary MSCI ESG Research Inc. The transaction is expected to close in the third quarter, subject to customary closing conditions. Said Remy Briand, Managing Director and Head of ESG Research.  Continue Reading →

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Corporate Governance WABAC Machine

MrPeabodysWayBackMachineCorporate Governance Publisher’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

Shareowners.org Launched. Finally a social networking site that will actually accomplish something. Yes, you can “friend” people and post to their “wall.” However, right now, ShareOwners.org will help engage typical investors by sending their comments in support of the group’s agenda directly to their members of Congress. Over the long run, ShareOwners.org’s broad four-part agenda focuses on the need for stronger regulation (including a beefed-up SEC), increased accountability of boards/CEOs, improved financial transparency and protection of the legal rights of investors. At some point, shareowners will also be able to vote their shares directly through ShareOwners.org. Unfortunately, the site went dark a few years later and nothing has arisen to take its place.  Continue Reading →

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Steris (STE): Proxy Vote – 100

STERIS Corporation logoSteris Corp $STE, which develops and markets surgical and critical care support products and services, is one of the stocks in my portfolio. Their next annual meeting is July 30, 2014. ProxyDemocracy.org had collected the votes of no funds on Steris when I checked and voted on 6/17/2014. I voted with the Board’s recommendations 100% of the time. View Steris Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Steris proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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A Step Toward Responsible Investment @ Harvard

Guest Post: Dr. E. James M. Gifford, a Senior Fellow at the Initiative for Responsible Investment by way of Annie Olszewski, Research Associate at Initiative for Responsible Investment at the Harvard Kennedy School. This article was originally posted in the Harvard Crimson on May 28, 2014.HarvardLogo

James Gifford headshot suit HR

Dr. E. James M. Gifford

Last month, Harvard University joined more than a thousand other global investment institutions that have signed the UN-supported Principles for Responsible Investment. For students and staff who advocate Harvard’s divestment from fossil fuel companies, signing the PRI may appear to be a small and incremental step. However, as the founding Executive Director of the PRI who has spent the last decade promoting responsible investments within mainstream institutions, I believe it is a huge step forward—and its implications shouldn’t be underestimated. Continue Reading →

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Medivation (MDVN): Proxy Vote – Score 91

MedivationMedivation $MDVN, a promising biopharmaceutical company developing novel therapies to treat serious diseases, is one of the stocks in my portfolio. Their next annual meeting is June 27, 2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 6/17/2014. I voted with the Board’s recommendations 91% of the time and assigned them a proxy score of 91. View Proxy Statement. Would it bust their budget to add a hyperlinked table of contents? Read Warnings below. What follows are my recommendations on how to vote the MDVN proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Video Friday: Lucy Marcus on Robot Directors

Lucy P. Marcus

Lucy P. Marcus

A Hong-Kong based venture capital fund has appointed artificial intelligence to its board of directors. Robot directors? Friday’s video is a fun response to this publicity stunt from governance expert Lucy Marcus.

Aging Analytics has announced in a press release that the new algorithm they have licensed to a Hong Kong venture capital firm has been appointed to that firm’s board of directors. Continue Reading →

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Announcing Proxy Votes Improves Corporate Governance

democracy

Shareowners Upholding Industry

Yesterday, I posted a recent letter to the editor of Pensions & Investments praising their editorial, Winning Over Proxy Voters, which argues that institutional investors have a fiduciary duty to announce their proxy votes in advance of annual meetings, if doing so is likely to influence voters. If institutional investors heed their call, it will speed the development of open client director voting (CDV) and more intelligent proxy votes.

As corporate power grows and the power of government falls, mechanisms to govern corporations become more important. As government power falls, their power to regulate corporations falls as well. Further, as the influence of corporations over governments increases (e.g. lobbying) the will of governments to regulate corporations also falls.  – CHR for Social Responsibility

Historically, most retail shareowners toss their proxies. During the first year under the “notice and access” method for Internet delivery of proxy materials, less than 6% made use of their proxy votes. Those that do vote own disproportionately more shares (about 25-30% of total retail shares). The voting rate hasn’t improved much, if at all. This contrasts with almost all institutional investors voting, since they have a fiduciary duty to do so. Unfortunately, it isn’t time/cost efficient to read through the entire proxy to vote a few retail shares intelligently. Continue Reading →

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Letter to P&I Re Fiduciary Duty Editorial

P&I-proxy-voters-cartoon Below is an email I sent to Pensions & Investments (P&I) editorial chief Barry Burr praising their editorial enhancing fiduciary duty and opining on how it may speed the arrival of the time when retail investors will vote their values with the simple push of a button or two on their cell phones. I will follow this tomorrow with some additional remarks regarding the advent of open client directed voting, assisted by this expanded fiduciary duty.

Dear Editor:

Thank you for your important editorial, Winning Over Proxy Voters, which argues that institutional investors have a fiduciary duty to announce their proxy votes in advance of annual meetings, if doing so is likely to influence voters.

Votes are assets. Announcing votes in advance of meetings puts the value of those assets to their full use; announcing votes after the meeting does not. Continue Reading →

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Déjà vu: Shareholder Rights Under Attack

WaldenAssetManagement

Timothy Smith

Timothy Smith

The following on shareholder rights by Timothy SmithDirector of ESG Shareowner Engagement at Walden Asset Management, originally appeared in the Summer 2014 Edition of Walden’s Values Newsletter, which included the usual disclaimer at the bottom.

I’ve added the links and have tacked on some additional reformatted comments from Timothy Smith regarding the role of individual investors in prompting reform. 

Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →

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Yahoo! (YHOO): Proxy Vote – Score 56

Yahoo!Yahoo! $YHOO, is one of the stocks in my portfolio. Their annual meeting is June 25, 2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 6/13/2014. I voted with the Board’s recommendations 56% of the time. Thus I assigned Yahoo! a proxy score of 62. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Yahoo! proxy in order to enhance Yahoo’s corporate governance and long-term value.   Continue Reading →

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Premiere Global Services, PGI: Proxy Vote Score 40

PGIPremiere Global Services, $PGI, is one of the stocks in my portfolio. Their annual meeting is June 17, 2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 6/11/2014.  I voted with the board’s recommendations 40% of the time, thus assigned a proxy score of 40.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the PGI proxy in order to enhance PGI’s corporate governance and long-term value.   Continue Reading →

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DaVita HealthCare Partners, DVA: Proxy Vote

DaVitaDaVita HealthCare Partners $DVA, is one of the stocks in my portfolio. Their annual meeting is June 17, 2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 6/10/2014.  I voted with management 50% of the time.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the DVA proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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SciClone Pharmaceuticals $SCLN: Proxy Vote

SCLNSciClone Pharmaceuticals $SCLN, is one of the stocks in my portfolio. Their annual meeting is June 12, 2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 6/10/2014.  I voted with management 37% of the time.  View Proxy Statement. Would it kill them to include a hyperlinked table of contents? Read Warnings below. What follows are my recommendations on how to vote the SCLN proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Biogen Idec, $BIIB: Proxy Vote

BIIBBiogen Idec, $BIIB, is one of the stocks in my portfolio. Their annual meeting is June 12, 2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 6/10/2014. ProxyDemocracy.org now has collected the votes of five funds.  I voted with management 46% of the time.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the BIIB proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Caterpillar $CAT: Proxy Vote

CATCaterpillar (CAT), is one of the stocks in my portfolio. Their annual meeting is June 11, 2014 (tomorrow). ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 6/10/2014.  I see they now have three. I voted with management 42% of the time.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the CAT proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Corporate Tax Strategies Threaten Wealth Creation: Fiduciaries Must Consider the Impact on Society

Adam Kanzer

Adam Kanzer

Guest Post by Adam M. Kanzer, managing director and general counsel of Domini Social Investments LLC, New York. His responsibilities include directing Domini’s shareholder advocacy department, where for more than ten years he has led numerous dialogues with corporations on a wide range of social and environmental issues. The following originally appeared under the same title in the May 14, 2014 edition of Pensions & Investment. I added a few additional links.

Google Inc. shareholders May 14 rejected by a 93% vote a proposal sponsored by my firm, seeking the adoption of a responsible code of conduct to guide the company’s global tax strategies. I suspect this proposal prompted a quizzical reaction from many investors who assume that minimizing corporate tax payments is good for shareholders. An April 28 Pensions & Investments editorial, Tax exempt but tax conscious, wrestled with this issue, ultimately concluding fiduciaries could not ask companies to pay more. Continue Reading →

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Sustainvest: Towards Sustainability Reporting at Actavis

DaleWannen

Dale Wannen

ACTAs voting results in California are tabulated, another type of voting that has caught the eye of investors—proxy voting.  Sustainvest Asset Management, an independent investment advisory firm located in Petaluma, CA, received over 44,700,000 votes in favor of a shareholder proposal introduced to $37 Billion-dollar pharmaceutical company Actavis, Inc. (ACT). The shareholder proposal asked the company to release a public Sustainability Report to speak on their initiatives towards becoming a more “green” company. Continue Reading →

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Netflix $NFLX: Proxy Vote

netflixNetflix (NFLX), is one of the stocks in my portfolio. Their annual meeting is June 9, 2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 6/4/2014.  I voted with management 27% of the time.  View Proxy Statement (why no linked Table of Contents?) Read Warnings below. What follows are my recommendations on how to vote the NFLX proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Why do Target Shareholders Buy into Mergers and Acquisitions?

Andrew Clearfield

Andrew Clearfield

Guest Post: Andrew Clearfield is an internationally-known investment manager, corporate governance expert, and independent corporate director. He founded Investment Initiatives LLC in 2005 to aid institutions engaging with portfolio companies, as well as coordinating their efforts with other concerned investors. 

Looking at a range of research reports, it seems conservative to say that at least half of all mergers and acquisitions fail to deliver their anticipated objectives and a third or more actually destory value. Yet, buy-side investors seem to be very likely to support most M&As. Why? Continue Reading →

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CalPERS Makes History @ Nabors

CalPERS-logoCalPERS today announced that the System’s shareowner proposal at Nabors Industries $NBR recommending that the company change its proxy voting methodologies passed with the support of a majority of shares voted. CalPERS sought the changes to ensure equality and fairness in the manner in which Nabors counts votes cast on proxy proposals at its annual shareowner meeting.

Said Anne Simpson, CalPERS Senior Portfolio Manager and Director of Global Governance: Continue Reading →

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Wal-Mart Stores $WMT: Proxy Votes

wmt_logo_2Wal-Mart Stores (WMT), is one of the stocks in my portfolio. Their annual meeting is June 6, 2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 5/31/2014.  I voted with management 58% of the time.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the WMT proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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