Archive | October, 2015

ICGN Boston 2015, Part 3: Differential Voting Rights

ICGNThis the third part of my coverage of this year’s ICGN event in Boston. These posts haven’t been checked for accuracy and I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value.

Morning keynote on Differential Voting Rights: Corporate governance and investor protection in companies with a controlling shareholder

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Symantec Corporation: How I Voted – Proxy Score 50

Symantec CorporationSymantec Corporation (SYMC) provides security, backup and availability solutions and is one of the stocks in my portfolio. Their annual meeting is on November 3, 2015. ProxyDemocracy.org had collected the votes of three funds when I checked and voted. I voted with the Board’s ProxyDemocracy.orgrecommendations 50% of the time. View Proxy Statement

Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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ICGN Boston 2015, Part 2: Global Proxy Season 2015

ICGNThis the second part of my coverage of this year’s ICGN event in Boston. I’m not a very fast note taker, these posts haven’t been checked for accuracy and I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value. This one is primarily about Proxy Season 2015 but very much from a world-wide perspective.

Erik Breen

Erik Breen

As the conference officially opened, Erik Breen and Kerrie Waring thanked program sponsors and corporate partners. They reminded attendees that ICGN protects minority shareholder rights and makes successful stewardship a reality but also that shareholder rights come with responsibilities.

Culture and ethics shape our opinion and reality. ICGN will promote robust reporting and ethics – transparency. There was also something of a shout out to Robert A. G. Monks, Sir Adrian Cadbury and Ira Millstein, along with a note that a Global Stewardship Code is being launched.
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ICGN Boston 2015, Part 1: Political Lobbying Donations

George Dallas

George Dallas, Political Lobbying Donations

This year’s ICGN event in Boston was a real treasure, beginning with the panel on Political Lobbying Donations. I loved the fact that ICGN was held back to back with CII at the same hotel. I took a few notes at the conference and will share some of them with readers. I’m not a very fast note taker, these posts haven’t been checked for accuracy and I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value.ICGN Continue Reading →

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“Directly Conflicts” Clarified by Staff Legal Bulletin

Seal of SECNever underestimate the ability of SEC staff to parse the rules in a creative way. Staff Legal Bulletin No. 14H (CF) does not adhere completely to original intent, which staff determined was “to prevent shareholders from using Rule 14a-8 to circumvent the proxy rules governing solicitations.” However, it gets us where we need to be in defining the meaning of “directly conflicts” with regard to Rule 14a-8 exclusions. Continue Reading →

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Fairfax and Peirce Nominated to SEC

Seal of SECPresident Obama selected Democrat Lisa Fairfax and Republican Hester Peirce to serve on the SEC.

Lisa Fairfax

Lisa Fairfax

Fairfax, a law professor at George Washington University, surfaced after liberal groups pressured the White House not to hire a corporate lawyer who had previously worked to represent Wall Street. She has been active in promoting diversity on corporate boards, serving as co-director of the DirectWomen Board Institute, which identifies and supports women attorneys as board candidates. Continue Reading →

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SEC’s CEO Pay Rules Should Provoke Internal Pay Exam

CEO pay rules proposed by SEC

CEO pay rules proposed by SEC: Borrowed from https://www.linkedin.com/pulse/top-13-ways-grow-healthy-inbound-customer-call-center-tasha-hickman Good news but let’s not get carried away.

Tom Croft of Heartland Capital Strategies had a good post the other day on the proposed CEO pay rules:

The US Securities Exchange Commission (SEC) voted to adopt a new CEO-Worker Pay Ratio Rule at its August 5 Meeting, passing the rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (five years later).
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ISS: Vote Against Directors Adopting Lite Proxy Access

Vote Against Directors

Vote Against Directors Adopting Lite

ISS’s 2015-2016 global voting policy survey indicate investors are prepared to vote against directors at companies that ignore shareholders wishes and adopt proxy access mechanisms with overly burdensome ownership requirements.

An overwhelming majority of investors said ISS should issue negative director recommendations if a shareholder proposal to provide proxy access receives majority support and a board adopts proxy access with material restrictions not contained in the shareholder proposal. 90% said an against or withhold vote in a director election would be warranted if a provision had an ownership threshold in excess of 5% or an ownership duration in excess of three years. From the ISS press releaseContinue Reading →

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Retail Shareowners – Facilitating Votes & Activism: Part 3 ASA

Australian Shareholders' Association, ASARetail shareowners own about 1/3 of shares traded in the United States but vote only about 1/3 of the shares we own. Moreover, when we do vote, we frequently do so by blindly or unknowingly voting with management. In Part 1 and Part 2 of this series, I explored five internet platforms that were designed to increase knowledgeable participation by retail shareowners. In this post I start to take a look at the Australian Shareholders’ Association (ASA) as a potential model for the United States. The following is largely drawn from Wikipedia and from the ASA’s internet site. Continue Reading →

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Best Practices Spread from Well-Governed Companies

Well-Governed CompaniesAs I have advised companies where I have submitted proxy access proposals,  I am not singling out your company with the aim of implementing proxy access. In fact, I would rather first target well-governed companies, which are more likely to adopt best practices as outlined by the Council of Institutional Investors. Best practices generally spread from well-governed companies to companies that are not well-governed, not the other way around.  We can’t portray a company as having bad corporate governance, as an outlier, until most companies have adopted best practices. Continue Reading →

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Reforms at ProxyVote Don’t Go Far Enough

ProxyVoteBroadridge Financial Solutions, Inc. BR, launched a newly upgraded ProxyVote site, which improves the shareholder communication and proxy voting experience for individual shareholders. Read the press release below, then my commentary.

“ProxyVote.com has long been a key technology in the corporate governance process,” said Broadridge Investor Communications Solutions President Robert Schifellite. “Since its launch more than 17 years ago, usage has grown tremendously and, in the past year alone, more than two-thirds of all proxy votes by individual shareholders were cast on ProxyVote.com.  The newly upgraded platform reflects extensive input from individual investors, companies, broker-dealers, corporate governance experts, and regulators.”
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Procter & Gamble: How I Voted – Proxy Score 56

Procter & GambleProcter & Gamble Co (NYSE:PG) provides consumer packaged goods and is one of the stocks in my portfolio. Their next annual meeting is October 13, 2015. ProxyDemocracy.org had collected the votes of four funds when I checked and voted. I voted with the Board’s recommendations 56% of the time. View Proxy Statement

Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Call for Papers: Critical Issues for Boards & Institutional Investors

WeinbergCtrThe John L. Weinberg Center for Corporate Governance of the Alfred Lerner College of Business & Economics at the University of Delaware will host a Corporate Governance Symposium on March 15, 2016.  The focus of the Symposium will be “Critical Issues for Boards & Institutional Investors in 2016.”  The Symposium will feature up to four academic papers on corporate governance and a panel discussion featuring speakers from the Delaware judiciary, academic, business and legal communities.  The John L. Weinberg Corporate Governance Best Paper Award will be presented during the symposium luncheon.    Continue Reading →

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ICGN CII Combined Meeting 2015

ICGNCIII attended day one of the ICGN Boston Event and CII 2015 fall conference at the Westin Copley Plaza in Boston, MA. I will do at least a post or two on this wonderful combined meeting in future. However, I’m also negotiating with a couple of companies on proxy access and will be taking a much needed vacation out of country with my wife, who just retired. Therefore, my posts will not be forthcoming for a while.  Continue Reading →

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