Archive | December, 2016

Vanguard: Review Climate Change Voting

Vanguard Asked to Report on Climate Change VotingWalden seeks co-filers for resolutions asking Vanguard to review and report on its proxy voting policies and practices related to climate change.

It is rare when investors file a resolution with a mutual fund since most funds don’t hold regular annual meetings. Nonetheless the act of filing puts the fund on notice that participants are concerned about their voting record on issues like climate change. Tim Smith shared this new resolution with Vanguard, which as many know signed onto the UN’s PRI.

It is significant that investors are questioning their proxy voting record on issues like climate change. Continue Reading →

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NRDC Seeks E2 Organizing Director

NRDCNRDC Overview of E2 Position

The Natural Resources Defense Council (NRDC) is the nation’s most effective environmental action group, combining the grassroots power of 1.4 million members and online activists with the courtroom clout and expertise of nearly 500 lawyers, scientists and other professionals to fight for the planet and its people in the halls of Congress, communities across the country, and nations around the globe.  NRDC was founded in 1970 and our staff helped write some of America’s bedrock environmental laws, including the Clean Water Act, and many of the implementing regulations; our water enforcement cases played a major role shaping current water policy throughout the country. Today, our staff – a force for nature – work out of offices in New York, Washington, Chicago, Los Angeles, San Francisco, Bozeman, Montana and Beijing. Continue Reading →

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Park and Dibadj Consultancy

Douglas Park of Park and Dibadj Consultancy

Douglas Park

Douglas Park and Reza Dibadj have launched their boutique business and legal consultancy, Park and Dibadj (P&D)—a unique firm that addresses unmet needs in corporate strategy and governance. We bring decades of successful experience as both lawyers and strategists in extraordinarily challenging environments.

We believe that a siloed approach—law on the one hand, business on the other—cannot adequately address the most pressing problems of corporate governance and strategy. As such, we develop business strategies and also implement transactional structures and substantive legal arguments.

Reza Dibadj of Park and Dibadj Consultancy

Reza Dibadj

Our experience practicing, consulting, and teaching both business law and strategy allows us to address two critical issues that companies face: corporate development and mitigating legal, operational, and financial risks to organizations and their directors and officers.

Corporate Development

With respect to corporate development, Park & Dibadj:

  • Collaborate with domestic and international business entities that seek financing strategies that do not require securities registration.
  • Advise on mergers & acquisitions, including identifying targets, contractual structures, appraisal rights, and due diligence to maximize the chances of a successful deal.

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First Proxy Access Failed: What Needs Fixed?

First Proxy Access -Cartoon from Pensions & Investments

First Proxy Access – Cartoon from Pensions & Investments

As most readers probably know, the first proxy access campaign was terminated by GAMCO Asset Management Inc. (affiliated with activist investor Mario Gabelli) after their eligibility under National Fuel Gas Company (“NFG”) bylaws was challenged. Since I petitioned for an SEC rulemaking to allow proxy access in 2002 and have been an active filer on the topic, several in the press asked if this is the end. Not by any measure.

GAMCO has indeed had a history of clearly trying to “influence” NFG. I haven’t researched enough to make an independent judgment as to whether or not such prior activities rise to the level of an “intent to change or influence control of the Corporation.” (my emphasis). However, NFG certainly had grounds to seek dismissal. Continue Reading →

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Short-Termism Explored in Research

Short-TermismTwo research papers that have the potential to reshape investor thinking on the detrimental impacts of short-termism by investors have won the Investor Responsibility Research Center Institute (IRRCi) annual investor research competition. The winners were presented at the Columbia Law School’s 2016 Millstein Governance Forum, Governance, Leadership and the Future of the Corporation, in New York City. In addition, each winning research team was presented with a $10,000 award.

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United Natural Foods Inc: Proxy Score 55

United Natural Foods IncUnited Natural Foods Inc (UNFI) is a distributor and retailer of natural, organic and specialty products. The Wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Other segment includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States; a manufacturing division, which engages in importing, roasting and packaging of nuts, seeds, dried fruit and snack items, and its branded product lines. Its operations consist of three operating divisions: Wholesale Division, Retail Division, and Manufacturing and Branded Products divisions. The Company offers 100,000 natural, organic and specialty foods, and non-food products, consisting of national, regional and private-label brands.

Their annual meeting is coming up on December 15, 2016. Can’t make it to Providence, RI? Attend virtually, using the dedicated 16-digit access proxy control number included in your proxy materials.  ProxyDemocracy.org had collected the votes of 1 fund families when I checked. I voted FOR proxy access; AGAINST pay and compensation committee. I voted with the Board’s recommendations 55% of the time. View Proxy Statement. Continue Reading →

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Kamonjoh Leads 50/50 Climate Project

Edward Kamonjoh

Edward Kamonjoh

The 50/50 Climate Project, a not-for-profit resource and action center for institutional investors focused on increasing the climate competency of boards of directors of large publicly traded corporations, is pleased to announce the appointment of Edward Kamonjoh as its inaugural Executive Director.

Kamonjoh joins the 50/50 Climate Project from Institutional Shareholder Services (ISS) where he served most recently as head of U.S. Strategic Research and Analysis. He previously led ISS’ ESG Research team and was a member of ISS’ Global Policy Board. Kamonjoh brings more than 14 years of experience working with some of the world’s largest institutional investors on corporate governance and ESG topics. Continue Reading →

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Wells Fargo Bank: Independent Board Chair (Update)

Wells Fargo Bank

Update: Wells Fargo & Company (NYSE: WFC) today announced that its Board of Directors has amended the Company’s By-Laws to require the separation of the Chairman and CEO roles and for the Chairman and Vice Chairman of the Board to be independent directors.  The Board approved the By-Law amendments, which are effective immediately, on November 29, 2016. According to Stephen Sanger, Chairman of the Board,

The Board previously acted to elect an independent Chairman to lead the Board and we believe formalizing this structure is the right decision at this time for the Company and its investors, customers, and team members. Efforts to restore the trust of our customers and team members are well underway and will continue until we have fully addressed the issues surrounding retail banking sales practices.  While the investigation of these practices and related matters by the independent directors continues in earnest, we believe this action will enhance the Board’s independence and its oversight of the Company’s management, and we appreciate the feedback that we received from our investors on this matter.

As a result the investors who had filed a resolution calling for such a policy are planning to withdraw their resolution and support this new governance reform.  They have also scheduled a call with the new chair to discuss other governance concerns. (prior post below)

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