Most companies opposing a shareholder proposal simply rely on an opposition statement, although sometimes they solicit the votes of their largest shareowners. Steris Corporation (NYSE:STE) took it a bit further. Was it cheating? That depends on your perspective. Like a partially inflated football, a partially stuffed ballot can provide the crucial margin needed to win.
Archive | August, 2015
I hope those concerned with good corporate governance are also concerned with stewardship. Investors shouldn’t be making money by investing in products that harm the environment. Their are plenty of alternatives to plastic microbeads.
This 2-minute video “explainer” shows how tiny plastic microbeads go down the drain and into our rivers, lakes, and oceans. We can do to stop this ridiculous assault on our public waters. TAKE ACTION!
The Business and Environment Initiative at Harvard Business School seeks to deepen our collective understanding of the urgent environmental challenges confronting business leaders and to help them use the tools of business to design effective solutions. We aspire to help leaders create the economic and political institutions that will enable firms and societies to thrive while maintaining the physical and biological systems on which they depend. Continue Reading →
The Conference Board Governance Center’s current executive director, Donna Dabney, is retiring at the end of the year. It would be great to get someone of her high caliber to fill the position. Please inform your well-qualified colleagues of this great opportunity
The Conference Board Governance Center®
The Conference Board Governance Center® facilitates small groups of prominent senior executives from companies, investors, and advisors for confidential discussions of key issues. The Executive Director leads the Governance Center, develops and executes its strategy to position the center as a globally recognized thought leader in the corporate governance space, sets and delivers the center’s research agenda, disseminates research findings, and serves its members. Continue Reading →
More of my notes from the Society’s 2015 National Conference in Chicago, 6/24-27. Part 1, Part 2 and Part 3. Sorry to be posting so long after the event but I still find them useful… and going through my notes may help me remember some of the more interesting points.
Believer: My Forty Years in Politics @ I’m not sure why David Axelrod was a featured speaker. Has he played a key role regulating corporations? Maybe he was there to inspire. I found him inspiring and interesting. “The future is not a gift, its an achievement.” (Bobby Kennedy) There are those who run for office because they want to be someone and those who run because they want to do something. He is troubled by cynicism and went to work for Obama when he ran for US Senate. Continue Reading →
STERIS Corporation (NYSE:STE) is a provider of infection prevention and other procedural products and services focused on healthcare, pharmaceutical and research. Steris is one of the stocks in my portfolio added at the end of 2008 for a gain to date of 182%. Their next annual meeting is August 27, 2015. ProxyDemocracy.org had collected the votes of one fund when I checked and voted. I voted with the Board’s recommendations 86% of the time. View Proxy Statement. Update: My proposal to end supermajority requirements won 81% of the vote. Continue Reading →
The Open Mind: Corporate Governance a decade later
Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation. Listen and learn about changes that have been made and some of what remains to be done. In the history of corporate governance, Ira Millstein has occupied a prominent position for several decades. Continue Reading →
Almost three-quarters of investment professionals worldwide (73 percent) take environmental, social, and corporate governance — ESG issues into consideration in the investment process, according to the CFA Institute ESG Survey, a new survey of CFA Institute members created by CFA Institute and the Investor Responsibility Research Center Institute (IRRC Institute). In addition, 64 percent of survey respondents consider corporate governance issues, 50 percent consider environmental issues, and 49 percent consider social issues in investment decisions. Only 27 percent do not consider ESG issues. Continue Reading →
Bernard Sharfman notified me of his post, Public-pension funds play with newest toy in corporate governance, saying: “As you know I am not a big fan of proxy access.” I was looking forward to a thoughtful analysis of the issues but that is not what I found. The R Street blog, where his piece was posted, apparently doesn’t allow comments. Don’t “free markets” and “real solutions” benefit from the free exchange of ideas? Since Sharfman has contributed to the CorpGov.net blog with more serious scholarship, I feel a greater obligation to point out his fallacies. Perhaps, with some dialogue, we will come closer to agreement. I would welcome his comments, as well as those from other readers. Continue Reading →
Driving Retail and Employee Votes
Panelists: Lawrence Dennedy, Irving Gomez, Martin Koopman, Theresa Molly
In 2001 Prudential switched from a mutual to a public company, so they have an unusually high number of registered shareholders. Proactive shareholder engagement. Plant a tree… get a bio-friendly tote bag. Actively ask on proxy for comments. ‘Starbucks’ incentive – Offered registered shareholders to move to broker (reduce their expense). Continue Reading →
The 2015 National Conference in Chicago, 6/24-27, was my first time attending one of the Society’s events. Part 1. Yes, I know; I am very late in posting notes but some are still useful. I’ve actually been taking some time off. For example, right after the conference my wife and I went to Oak Park to look at the country’s largest collection of homes designed by Frank Lloyd Wright. It it hard to imagine they were built a hundred years ago. Some seem more up-to-date than many of the SEC’s rules.
Alan Beller, Keith Higgins, Meredith Cross Continue Reading →
Shareholder Activism at Roll-Royce
ValueAct, the US hedge fund, has emerged as a shareholder in Smiths Group, just days after revealing it is the largest investor in Rolls-Royce. Lex’s Rochelle Toplensky and Jonathan Eley discuss the possible implications for Smiths and Rolls-Royce. Continue Reading →
In part 2 of a post on facilitating votes and activism by retail shareowners I continue to speculate on what could be done to improve the situation by recalling some of the better features of major efforts to date and possible improvements that would help conscientious shareowners. As Mark Latham reminded me after yesterday’s part 1,
We retail shareowners own all of the shares traded in the United States — 1/3 directly through buying shares and 2/3 indirectly through our investments in institutions like mutual and pension funds. Those two modes of ownership result in very different patterns of voting on director elections and other shareowner decisions…
That’s why Proxy Democracy et al are so important: They help us vote our directly owned stock better (in our interests), and they help us push intermediaries to vote our indirectly owned stock better (in our interests)…Somehow this reminds me of the saying “All politics is local.” In this case: “All stock ownership is retail.”
Retail shareowners own about 1/3 of shares traded in the United States but vote only about 1/3 of the shares we own. As Nell Minow once quipped, “you can lead a shareholder to a lot of dense material, but you can’t make them read it.” (Video Friday: SEC Proxy Voting Roundtable) Our voting influence is much smaller than it could be. If more retail shareowners not only voted but participated in discussions on corporate governance and in filing shareholder proposals, that might lead to greater accountability of managers and boards. Continue Reading →
CivicSpark, a partnership of California’s Local Government Commission and the Governor’s Office of Planning & Research is an AmeriCorps program dedicated to building capacity in local governments to address climate change. They are now recruiting team members for the 2015-16 service year. Follow on Facebook and Twitter @LGC_media.
CivicSpark: Climate Leaders
If you are interested in joining the next generation of climate leaders, building your already considerable skills and creating a meaningful and lasting impact, now is the time to start the application process.
CivicSpark members work on projects that provide local governments with the support they need in their climate and sustainability initiatives. (Local governments can also propose projects at this time and volunteer support is welcome.) Continue Reading →
As you may have read by now Microsoft Makes It Easier for Shareholders to Nominate Candidates to Board, another company where we filed for proxy access has adopted proxy access lite.
We were glad to play a role in negotiating the change on behalf of shareholders and withdrew our proxy access proposal contingent on the Board’s adoption of specified terms. Continue Reading →
This session highlights one of America’s most productive companies, Tractor Supply, and focuses on how they create value for their shareholders. TK asks Greg Sandfort, Tractor Supply Co.’s CEO, how culture has contributed to their excellent performance. Tractor Supply is an example of a company grooming their next CEO. Continue Reading →
The UK’s Investment Association’s Statement of Principles has now been signed by 25 firms with £1.8 trillion in assets. Does it represent substantial progress or is it simply an attempt to console the investing public? In principle, it all sounds good. I like their pledge:
As signatories to these principles we do our utmost to:
1. always put our clients’ interests first and ahead of our own Continue Reading →
In case you haven’t tuned in lately, Nell Minow and the crew at ValueEdge Advisors continue to crank out some interesting posts. Yesterday a brief comment on the SEC Chair on Board Diversity and a few days ago Koch Brothers’-backed ALEC wants dark money image makeover.
Frequently, they are posting more extensive original material, such as Phil Gramm’s Views on CEO Pay Are Ignorant and Insulting. Continue Reading →
If you thought 2015 was the year of proxy access, wait until you see next proxy season. These news stories on proxy proxy access are worthy of note but are in no way a comprehensive list of such posts.
Proxy Access: New SEC Staff Paper 8/4/2014
Broc Romanek reports on a blog by Cooley’s Cydney Posner: Continue Reading →
The Interfaith Center on Corporate Responsibility (ICCR), a coalition of 300 investors with assets under management of over $100 billion, Calvert Investments and Christian Brothers Investment Services, commend Congresswoman Carolyn Maloney (D-NY) and Congressman Chris Smith (R-NJ) for her introduction of The Business Supply Chain Transparency on Trafficking & Slavery Act of 2015 in the House of Representatives.
The bill was introduced following publication of the State Department’s 2015 Trafficking in Persons report, which called on governments to “set clear expectations for businesses on human rights issues and adopt policies that promote greater transparency and better reporting on anti-trafficking efforts in supply chains.” Continue Reading →