How should directors prepare for shareholder activism? That was the underlying question addressed by last week’s SVDX / Rock Center for Corporate Governance joint event – Shareholder Activism: The Good, the Bad or Just Ugly. Shareholder activism is in the news almost every day. How does it play out in Silicon Valley? Is activism beneficial to (some) shareholders in the short-term but harmful to the company (especially Silicon Valley companies) in the long-term?
Archive | January, 2016
Let’s change Vanguard’s political disclosure vote. Our nation’s largest mutual fund voted against all resolutions submitted by shareholders asking for companies to disclose their political spending. Shouldn’t we have the right to know what candidates our investments are supporting?
Vanguard’s Political Disclosure Vote Needs Changed
Join more than 59,000 American’s who have already petitioned Vanguard to change their proxy voting behavior. Support shareholder resolutions that seek disclosure of political spending at companies where Vanguard owns a shares. If Vanguard votes with us, instead of against us, it won’t be long before other large funds like BlackRock start doing the same. Within a few years, we could actually begin to know what companies are funneling how much money to which candidates. Vanguard’s political disclosure vote can be changed – with your help. Sign the petition by U.S. PIRG to change Vanguard’s political disclosure vote. Continue Reading →
Visa Inc (V), a payments technology company, operates an open-loop payments network worldwide. The company facilitates commerce through the transfer of value and information among financial institutions, merchants, consumers, businesses, and government entities. Visa is one of the stocks in my portfolio. Their annual meeting is on February 3, 2016. ProxyDemocracy.org had collected no votes when I checked. I voted against the pay plan, incentive plan, amendments and the compensation committee but with the Board’s recommendations 53% of the time. View Proxy Statement on iiWisdom. Continue Reading →
The Foundation for Enterprise Development announced their annual award program for promising research by emerging scholars in the domain of broad-based employee participation and ownership. The purpose of the award program is to identify innovative research in management or management-related disciplines that considers high-impact ideas in the context of business and society’s needs for employee empowerment, participative workforces, and wealth creation through broad-based equity and profit-sharing mechanisms. Research that has broad implications for practice and/or policy, and that addresses pressing economic and/or social problems are especially appropriate for this award. Continue Reading →
Costco Wholesale Corporation (COST), together with its subsidiaries, operates great membership warehouses. Costco Wholesale is one of the stocks in my portfolio. Their annual meeting is on January 29, 2016. ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 57% of the time. View Proxy Statement. Continue Reading →
Who Withdraws Shareholder Proposals and Does It Matter? An Analysis of Sponsor Identity and Pay Practices is the title of an import study in the November 2015 issue of Corporate Governance: An International Review. Examination of this topic is long overdue. Companies constantly take full credit for corporate governance reforms, such as the addition of proxy access bylaws, when they are doing so only to avoid a vote on a more robust shareholder proposal. Continue Reading →
Sonoco Products ($SON) recently sought no-action relief from the SEC to omit a proxy access shareholder proposal by William Steiner. The Division of Corporation Finance denied their request. The 1% now owns as much worldwide as the 99%, so why should Sonoco limit shareholder proposals and presenters to the 2%?
I was happy to play a small role in helping John Chevedden present Mr. Steiner’s case. This was not a great victory destined for the annals of history. However, if Mr. Steiner had lost to Sonoco, it might have meant the beginning of the end of shareholder proposals as a mechanism of shareholder democracy. A similar case was fought sixty years ago. Continue Reading →
Research proposals on the Financial Economics of Climate Change are being sought by Norway’s sovereign wealth fund (Norges Bank). Proposals are due March 13, 2016. Norges recently awarded two research grants, one for a project on portfolio choice for long-term investors and another for an investigation of the effectiveness of engaged ownership. The objective of the Norwegian Finance Initiative (NFI) research program is to facilitate research of the highest academic standard in areas of particular relevance for the long-term management of the Government Pension Fund Global (GPFG). Continue Reading →
Walgreens Boots Alliance, Inc. (WBA) operates as a pharmacy-led health and wellbeing company. The company operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens Boots Alliance is one of the stocks in my portfolio. Their annual meeting is on January 27, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. I voted with the Board’s recommendations 38% of the time. View Proxy Statement. Continue Reading →
A North American board governance guru, Dr. Richard LeBlanc is put on the hot seat to discuss key steps to creating a great board—and how investors can know how effective their board really is. LeBlanc and host TK Kerstetter talk about board leadership, board assessments, board recruitment and composition.
Kerstetter also quizzes LeBlanc about his book, Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. The two discuss his predictions and whether a corporate governance revolution he projected in 2005 actually transpired. Continue Reading →
Norway’s Resource Extraction
The Government Pension Fund Global (Norges, the Norwegian sovereign wealth fund), is one of the world’s largest funds initially funded by resource extraction. Learn about its history, objective and management in the video clip below. The fund is saving for the future generations in Norway; where is the American equivalent?
To achieve broad exposure to global economic growth, Norges invests widely in most markets, countries and currencies outside Norway. The largest geographic exposures are to Europe and North America, followed by developed markets in Asia and Oceania and emerging markets. At the end of 2014, the fund’s holdings related to 75 countries and 47 currencies. Continue Reading →
Directors Forum 2016 is a ‘must’ in an increasingly complex and volatile environment with expanding investor and stakeholder activism, geo-political unrest and 24/7 political campaigning, boards and management facing unprecedented demands. “Directors Forum 2016: Directors, Management & Shareholders in Dialogue,” hosted by Corporate Directors Forum on January 24-26, 2016, provides a forum for three constituencies who seldom share the stage – directors, shareholders and management (and regulators) – to express their divergent and sometimes contentious perspectives on these and other issues. Get the special corpgov.net discount when you Register. Use promo code: discount16. Continue Reading →
Analogic Corporation ($ALOG), a technology company, designs, manufactures, and sells medical imaging, ultrasound, and security systems and subsystems to original equipment manufacturers (OEMs) and end users in the healthcare and airport security markets worldwide. Analogic is one of the stocks in my portfolio. Their annual meeting is coming up on January 21, 2016. ProxyDemocracy.org had collected the votes of one fund when I checked. I voted with the Board’s recommendations 80% of the time, voting only against pay and pay chair as a warning for loose pay practices. View Proxy Statement.
Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies
Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →
In the wake of a New York Times story by Mark Oppenheimer about Whole Foods Market CEO John Mackey’s relationship with former rabbi and alleged sex offender Marc Gafni, the company has come under scrutiny. (A Spiritual Leader Gains Stature, Trailed by a Troubled Past)
On December 25th, The Times story reported Gafni saying of one of his alleged victims, “She was 14 going on 35.” Continue Reading →
Once again, Reed’s (REED) zombie director Daniel S.J, Muffoetto was voted off the board by shareholders at the annual meeting. This time, it has impact. The board, or at least the controlling founder Christopher Reed, got the message.
As I have noted previously, neither Mr. Muffoetto nor Michael Fischman (who was reelected) report owning any stock in Reed’s. Neither earn enough through Reed’s to incentivize active monitoring. Assuming they put in average director hours, as reported by NACD, Mr. Fischman got paid about $3.62/hour for his board work, while Mr. Muffoletto earned about $44.78/hour. How much monitoring and advice would you provide under such circumstances? Continue Reading →
It’s been two months since the SRI Conference in Colorado Springs but I’m still digesting content, like the potential of Folio Investing, and following up with other attendees. #AllinForImpact continues in San Francisco, Portland, Chicago, New York City, Boston and then Denver. Get to at least one of these conferences this year so you too can get inspired. The people and idea are about as progressive as I have found in the investing community. Continue Reading →