Archive | August, 2016

The Handbook of Board Governance: Part 5

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 5 of the book, The Unsolved Governance Problem: Performance Measurement and Executive Pay. Talk to any of your acquaintances outside the corporate governance industrial complex and they will all […]

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Stock Buybacks

Stock Buybacks: Four Reasons

Stock Buybacks: Directors Identify Four Reasons Stock Buyback Programs Stock buybacks have reached their highest level since the financial crisis, with S&P 500 companies repurchasing $166.3 billion of shares in first quarter of 2016. The Investor Responsibility Research Center Institute (IRRCi) and Tapestry Networks have scheduled a webinar for Tuesday, September 13, 2016, at 1 PM ET to review the […]

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Risks at Reeds

The Committee to Rescue Reed’s Nominates Five Highly Qualified Director Candidates for Election at Reed’s 2016 Annual Meeting

Believes That Immediate and Meaningful Change Is Required to Ensure Reed’s Is Being Run in a Manner Consistent with the Best Interests of All Shareholders States That the 2016 Annual Meeting Represents a Critical Opportunity for Shareholders to Elect Independent, Highly Qualified Directors Believes That Now is the Moment for Shareholders to Send a Clear […]

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Cam C. Hoang

Cam C. Hoang: Proxy Access

Cam C. Hoang, a Partner at Dorsey & Whitney LLP, warns that Staff denial of H&R Block Inc.’s request to exclude my proxy access proposal “discourages thoughtful, comprehensive discussions at the outset, since proponents may revisit the issues in subsequent years.” (SEC Denial of H&R Block’s Request to Exclude Proxy Access Proposal, The Harvard Law School Forum on Corporate […]

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, Case-by-Case Fiduciary Counsel

Fiduciary Counsel Sought by CalPERS

Full-time fiduciary counsel sought by CalPERS to provide specialized fiduciary advice to the system’s board and staff. CalPERS announce that former(?)/current(?) fiduciary counsel Robert Klausner can bid for the same contract he’s being pushed out of… where he  quoted the lowest price per hour of the finalists. According to Pensions&Investments (CalPERS issues call for fiduciary counsel),  (more…)

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Concerned Shareholders of Reeds: Ready to Join?

Concerned Shareholders of Reeds, Inc. Formed

Concerned Shareholders of Reeds: Formed The Concerned Shareholders of Reeds, Inc., led by Edwin R. Lozano, today announced formation of a committee to rescue Reeds, Inc. The committee delivered an open letter to Reeds Founder/CEO/Chairman and the Reeds Board of Directors expressing significant concerns with the company’s poor financial performance, problematic corporate Governance practices and weak […]

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Can't Find a Photo of Reeds Board

Reeds Board: Commonsense Principles

Reeds Board (REED); is it functional? As indicated in a previous post, it might be useful to try and apply the recently announced Commonsense Principles of Corporate Governance to Reed’s Inc. and their board of directors. This will probably be something of an exercise in futility with mostly blank spots, since Reeds is a very small company, […]

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The Handbook of Board Governance - book cover

The Handbook of Board Governance: Part 4

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 4 of the book, The Rise of Shareholder Accountability. As a shareholder advocate, this is my favorite part of The Handbook of Board Governance. See prior introductory comments and those on Part 1, Part 2 and […]

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CEO Pay Ratios - Larges Gaps

CEO Pay Ratios: Do Employees Care?

CEO Pay Ratios: Mandated Reporting Approaches Starting fiscal years beginning in January, companies must disclose CEO pay ratios to the median compensation of their employees. Companies have flexibility with regard to sampling and other methodologies, according to how the SEC has interpreted the Dodd-Frank Act. In preparation, PayScale and Equilar surveyed employee sentiment on CEO pay […]

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Commonsense Principles of Corporate Governance. JPMorgan Chase CEO Jamie Dimon and a group of influential leaders in business and finance have joined to develop a set of "commonsense" principles that institutional investors and governance advisers are mostly applauding. (Photo by Mark Wilson/Getty Images and used by Wahington Post)

Commonsense Principles: Ground Floor

The so-called Commonsense Principles of Corporate Governance are posted here mostly for my future reference, since I don’t know how long others will keep them on the internet. The authors are no radicals, but are a group of 13 executives from the country’s largest public companies and institutional investors… very much mainstream CEOs. Almost half hold both […]

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The Handbook of Board Governance - book cover

The Handbook of Board Governance: Part 3

I continue my review of The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. With the current post, I provide comments on Part 3 of the book, Risk Governance, Assurance and the Duties of Directors. See prior introductory comments and those on Part 1 and Part 2. I suspect the book will soon be the most popular […]

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