Archive | July, 2014

Hain Celestial

Hain Celestial to Adopt Majority Vote Standard

Last month, with the help of fellow ‘economy class investor’ John Chevedden, I submitted a proposal to Hain Celestial (HAIN) to adopt a full majority director election standard. Majority voting has become a widely prevalent practice in the S&P 500 index, with only 14% of companies failing to adopt this standard. Hain is in the […]

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NACD Directorship 100

NACD Directorship 100 Released

The National Association of Corporate Directors (NACD) announced the 2014 NACD Directorship 100, the annual list that recognizes leading corporate directors, corporate governance experts, policymakers, and influencers who significantly impact boardroom practices and performance. NACD has recognized individual directors who serve as role models in promoting exemplary board leadership, oversight, and courage in the boardroom for more than 37 years. […]

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Federico Buenrostro

Federico Buenrostro Pleads Guilty

It is good to see former CalPERS CEO Federico R. Buenrostro finally pleading guilty, with “sources” telling Pensions & Investments that “his admissions could result in expanded criminal charges for his codefendant… Alfred Villalobos,” as well as possible “indictments against two former CalPERS board members, Kurato Shimada and Charles Valdes.” (Guilty plea opens new chapter […]

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LACERS Seeks Proxy Voting Services

Proxy Voting Services Sought by LACERS

The Los Angeles City Employees’ Retirement System (LACERS), a $13.9 billion public pension fund, is requesting information from vendors with expertise in providing proxy voting services with a full range of proxy analysis and reporting capabilities. I expect they will hear from the dominant proxy voting services providers, ISS and Glass Lewis, but this also […]

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John Oliver photo

Income Inequality: Video Friday with John Oliver

John Oliver, the HBO comedian, discusses income inequality in America. How do you talk about income inequality without being accused of fomenting class warfare.  pointed out in an epic rant on Sunday night, that optimism is woefully misplaced when it comes to the subject of severe income inequality. America’s biggest losers in the income inequality […]

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GMI Ratings

GMI Ratings Offers Webinar on Emerging Market Ratings

GMI Ratings, the leading provider of research, data and analytics on environmental, social, governance (ESG) and forensic accounting risks affecting the performance of public companies, is introducing Accounting and Governance Risk (AGR®) ratings on over 9,000 companies in nearly 60 emerging market countries. GMI’s AGR ratings capture a variety of accounting irregularities and corporate governance […]

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cairn

Cairn India Limited: Corporate Governance Alert

Cairn India is an oil and gas exploration and production company, headquartered in Gurgaon, India. It is a subsidiary of Vedanta Resources. Cairn India is one of the largest independent oil and gas exploration and production companies in India. InGovern, India’s first independent proxy advisory and corporate governance research firm. reports that Cairn is giving loan of […]

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CFO discusses stock buybacks

Buybacks

Vincent Ryan‘s recent CFO article, Rethinking Buybacks, should give directors pause before jumping on the bandwagon. In the first quarter of 2014, S&P companies repurchased an estimated $159.5B of their own shares. However, the performance of the S&P 500 Buyback Index, which tracks 100 stocks with the highest buyback rations, is lagging the return of the […]

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Evasive Shareholder Meetings: Foxhole Contest Continues

When a company moves its shareholder meeting to a remote location, it is often associated with bad news, according to Evasive Shareholder Meetings (NBER Working Paper No. 19991) by Yuanzhi Li and David Yermack. The study finds that “companies are more likely to announce unfavorable quarterly earnings in the aftermath of long-distance meetings, and these […]

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Reeds

Reeds: Proxy Access Still Needed

Last Year’s Proxy Access Proposal Last year I introduced a proxy access proposal at Reeds (REED) calling on the Board to allow 1% shareowners holding for two years to place their director  nominees (up to 24% of the board) on the proxy. It also would have allowed a party of 25 or more $2,000 one year […]

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Millstein Forum

Use and Misuse of Stock Price

The Conference on the Use and Misuse of Stock Price will take place on Friday, September 19, 2014, from 9:00AM-5:30PM at Columbia Law School in New York City and will be hosted by the Millstein Center and IRRC Institute.  Mark your calendar.  (more…)

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Video Friday: Risky Business of Climate Change

The American economy could face significant and widespread disruptions from climate change unless U.S. businesses and policymakers take immediate action to reduce climate risk, according to a new report, “Risky Business: The Economic Risks of Climate Change in the United States.” Check out their blog too. The U.S. economy faces significant risks from unmitigated climate […]

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Improving Board Dynamics: Case Study in MBTI® Assessment

The MBTI® assessment has been used successfully in improving board dynamics with many of Resultive Boards’ clients. By providing individual and team personality type reports, Resultive Boards has been able to illuminate the advantages of type diversity in decision making and problem solving, increase the efficiency of communication, and provide a common, nonthreatening language for all […]

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Hobby Lobby and Rented Humans

Thought experiment: Suppose the 21,000 employees of Hobby Lobby had been anonymously polled about whether their company should pay for insurance coverage for contraception, as required by the Affordable Care Act. Suppose the results showed that a comfortable majority, say 55 percent, believed — against the views of their leaders in management — in full […]

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SSRN logo

SSRN Research on Corporate Governance

SSRN, the Social Science Research Network, is one of the best sources for academic research on corporate governance. What follows are brief highlights from four recent papers in corporate governance related topics. You may find SSRN research on corporate governance of interest. Does Corporate Governance Quality Affect Analyst Coverage? Evidence from the Institutional Shareholder Services (ISS) Chintrakarn, […]

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Bess Joffe photo

Bess Joffe Takes Corporate Governance Post at TIAA-CREF

TIAA-CREF, the $569 billion financial services provider, appointed Bess Joffe as managing director of corporate governance, effective August 4. She will report to Jonathan Feigelson, senior managing director, general counsel and head of corporate governance, and will be based in London. Joffe will help lead TIAA-Cref’s corporate governance program and policies, including active ownership, public advocacy, thought leadership […]

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July 2014: 5, 10 & 15 Years Ago in Corporate Governance

Corporate 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 […]

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Dr. Richard LeBlanc

Video Friday: Richard LeBlanc on How to Create Effective Boards

Dr. Richard LeBlanc, author of Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance, discusses how to create effective boards. In light of corporate malfeasance in recent years, the governance of corporations has been receiving great attention from regulators, researchers, shareholders, and directors themselves. Based on Richard Leblanc’s in-depth five-year study […]

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Manifest

Proxy Advisor Role Clarified by SEC

The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on  the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. (more…)

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Proxy Mosaic

Proxy Advisory Guidelines Issued by SEC

On June 30th, the Securities and Exchange Commission released some long-awaited guidance on the procedures that advisers should follow in retaining proxy advisory firms and clarifies the responsibilities for both investment advisers and proxy advisory firms. Here is our initial response for a more detailed response please read our white paper. (more…)

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Dan Boxer discusses why founders cede control

Founders Cede Control to Independent Boards: Why?

After founders have raised funds from friends and family, and in some cases, angels, the next round of capital is likely to come from professional investors, usually venture capital (VC). Unless the demand for an investment opportunity is so great as to allow the founders to dictate the terms, it is likely that VC investment […]

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corporate secretary logo: Nominate for Corporate Governance Award

Corporate Governance Awards 2014: Nominees Wanted

Want to nominate an individual or company for the seventh annual Corporate Governance Award, whether it’s you, your colleague or your client? To nominate, simply: Fill in our form on the Corporate Secretary site and click submit Supply an executive summary or supporting material Cross your fingers and await the shortlist announcement in September! Deadline to enter: […]

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Stratasys

Stratasys Ltd, SSYS – Proxy Vote Score 30%

Stratasys $SSYS, which provides additive manufacturing (AM) solutions (3D printers) for the creation of parts used in the processes of designing and manufacturing products and for the direct manufacture of end parts, is one of the stocks in my portfolio. The next annual meeting for Stratasys is July 10, 2014. ProxyDemocracy.org had collected the votes of two funds on Stratasys when […]

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Bartley Madden on capitalism

Video Friday: Bartley J. Madden on Capitalism

Guest Post: Bartley J. Madden. After a career in money management and related investment research that included the founding of Callard Madden & Associates, Madden retired as a Managing Director of Credit Suisse/Holt.  During his career he developed the CFROI valuation framework which is used today by money management firms worldwide.  He is currently an independent researcher […]

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Shareholder Proposal: Best Response is Not a Lawsuit

Amy L. Goodman and John F. Olson, both of Gibson, Dunn & Crutcher LLP posted Shareholder Proposal Developments During the 2014 Proxy Season on the Harvard Law School Forum on Corporate Governance and Financial Regulation yesterday. It included some good information and analysis but seemed a bit too much like the response to a shareholder […]

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Randall Morck

The Social Value of Shareholder Value

The most recent issue of Corporate Governance: An International Review has plenty to digest. I found The Social Value of Shareholder Value to be especially interesting. Also available at SSRN. Randall Morck, The Social Value of Shareholder Value (May 2014). Corporate Governance: An International Review, Vol. 22, Issue 3, pp. 185-193, 2014. The Review is the only journal to take […]

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Andrew Shapiro

Equal Energy Sale – Proxy Vote 50

Guest Post: Andrew Shapiro is Founder, President and Portfolio Manager of Lawndale Capital Management, an investment advisor that has managed activist hedge funds focused on small- and micro-cap companies for over 21 years, one of the longest periods of experience deploying an activist/relational investment strategy today. The following is a press release from Lawndale. I […]

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