Archive | March, 2017

LGBT Proposal Denied at CATO

LGBT Proposal Denied at CATO

LGBT Proposal Denied at CATO

A proposal seeking protections for LGBT employees at The CATO Corporation (CATO), a women’s clothing retailer headquartered in Charlotte, North Carolina, will not appear on the corporate proxy thanks to what I believe are misleading statements from the company and acquiescence from SEC staff. Sometimes a no-action win can end up as a loss for everyone. That is likely to be the case at CATO.

The resolved statement of the proposal read as follows:

The Shareholders request that Cato Corp amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and gender identity or expression and report on its programs to substantially implement this policy.

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Clean Power Roll Back Generates March for Science

Clean Power Plan InfographicTrump’s clean power roll back could lead to millions of deaths around the world if the US abrogates its leadership and all such efforts to address climate change. Investors, businesses and scientists express their dismay. The executive order drew a rebuke from the European Union. “Now, it remains to be seen by which other means the United States intends to meet its commitments under the Paris Agreement,” said Miguel Arias Canete, climate action and energy chief at the European Commission, the EU’s executive arm. (Donald Trump Signs Order Rolling Back Obama’s Climate-Change Rules)

Investors for Clean Power

Lisa Woll, CEO of US SIF: The Forum for Sustainable and Responsible Investment released the following statement today in response to the Trump Administration’s executive order to roll back the Clean Power Plan:

On behalf of our 300 plus members, US SIF believes the Administration should be working aggressively to reduce carbon in the atmosphere and that this executive order accomplishes the opposite.

Already, the United States is paying a high economic price from the ravages of severe drought, wildfires and storms associated with increased atmospheric levels of carbon.  This is not the time to retreat from the call to protect current and succeeding generations from the catastrophic implications of further, unrestrained climate change. Continue Reading →

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Board Seats for Franchisees: Democratic Paradigm

Franchisees DemocracyMcDonald’s shareholders will vote on a proposal to give franchisees a seat on its corporate board of directors at their annual meeting in May. See ‘McD’s must let investors vote on proposal to give franchisees a board seat.’ (Crain’s) Could similar, more inclusive, proposals use preferred shares to create new forms of stakeholder democracy? A report at Twitter could assess viable options. (#WeAreTwitter Record Date Approaches

Under the proposal, McDonald’s would have to issue franchisees a special class of stock with the right to elect one director, but carrying no economic interest in the company. Each franchisee would get one share of stock with one vote for each restaurant the franchisee owns.

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Global Sustainable Investment Up 25%

Global Sustainable Investment ReviewThe Global Sustainable Investment Alliance (GSIA) released its biennial Global Sustainable Investment Review 2016, showing that global sustainable investment assets reached $22.89 trillion at the start of 2016, a 25% increase from 2014.

Sustainable investment encompasses the following activities and strategies:

  1. Negative/exclusionary screening,
  2. Positive/best-in-class screening,
  3. Norms-based screening,
  4. Integration of ESG factors,
  5. Sustainability themed investing,
  6. Impact/community investing, and
  7. Corporate engagement and shareholder action.

Yet, many in the mainstream press continue to disparage sustainable investing. This morning, Justin Baer of the Wall Street Journal reported that “interest in so-called environmental, social and governance investing is surging.” (State Street Offers New Tool to Gauge Environmental, Other Social Risks) There is nothing “so-called” about the movement to ESG investing. It is real.

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#WeAreTwitter Record Date Approaches

#WeAreTwitter Record Date

#WeAreTwitter Record Date March 30?

#WeAreTwitter Record Date Approximately March 30, 2017

Thousands have been part of a #WeAreTwitter, #BuyTwitter, #platformcoop campaign to ensure Twitter remains and advances as “the people’s news network.” At the annual meeting in May, Twitter shareholders will get to vote on a proposal to study different corporate governance structures to give greater voice to Twitter users though a cooperative or other user empowering mechanisms. If you do not own shares by the record date, you cannot attend the meeting. If you do not own shares by the record date, you cannot vote in favor of the #WeAreTwitter resolution. The #WeAreTwitter record date is important. More information at The Internet of Ownership. Continue Reading →

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Ron O’Hanley: Video Friday

Ron O’Hanley

Ron O’Hanley

Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA), was recently hosted at the John L. Weinberg Center for Corporate Governance at the University of Delaware.

According to the Weinberg Center, SSGA is a recognized leader in corporate governance. Ron O’Hanley gave an inspiring talk as part of the Center’s 2017 Corporate Governance Symposium. Mr. O’Hanley discussed SSGA’s focus on effective, independent board leadership and his recent call on boards to consider ESG impacts on long-term value creation. Continue Reading →

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Stockholder Engagement: Cooperation, Confrontation or Tacit Standoff?

Companies, and in particular boards, can no longer rely on ad hoc interaction with proxy advisory firms to “check the box” on stockholder engagement on governance issues. This SVDX/Rock Center panel addressed the evolving landscape of stockholder communications in light of increased profiles of institutional governance departments. What are best practices for board and company engagement with stockholders? How can the company proactively think about topics of particular attention, such as proxy access, board diversity and tenure, exclusive forum bylaws, director nominations/elections and executive compensation?

Stockholder engagement

Stockholder Engagement: Paul DeNicola, John Kispert, Kim Le, Aeisha Mastagni, Ed Batts

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Trump & Directors Forum 2017

TrumpDirectors Forum 2017 met in San Diego just 2 days into the Trump Administration. It was anyone’s guess what would happen to Dodd Frank, regulations, tax code, healthcare, etc. We heard from political affairs experts. Closing in on three months later, you be the judge. They had good insights but there is much to come. This is Part 6 and the last of my coverage of @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I hope to see you at the next Forum in 2018. Continue Reading →

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Starbucks (SBUX): Vote Proxy Access

Starbucks Corporation (NASD: SBUX), together with its subsidiaries, operates as a roaster, marketer, and retailer of specialty coffee worldwide. SBUX is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votImage result for starbuckses of four fund families when I checked and voted. Their annual meeting is coming up on March 22, 2017

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations 50% of the time. View Proxy Statement via iiWisdom.

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

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Climate Risk – Walden Moves BlackRock

Walden Moves BlackRock, Thanks to Timothy Smith

Walden Moves BlackRock, Thanks to Timothy Smith

Walden Moves BlackRock: Background

A number of investors, led by Walden moves BlackRock on climate Risk. Walden Asset Management and the Center for Community Change, along with the City of Seattle Employees’ Retirement System and First Affirmative Financial Network, filed a shareholder resolution requesting a review of BlackRock’s proxy voting process and record on climate change.

Following extensive engagement and constructive dialogue between BlackRock, Walden and a number of investors, the shareholder resolution was withdrawn. As a result of the dialogue, BlackRock has updated its website to provide fresh insights into the ways it believes climate change creates risks and opportunities for companies. BlackRock also noted that climate risk will be a priority for their engagement with companies and boards throughout 2017 and 2018. Continue Reading →

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Are We Paying CEOs Too Much?

Are we paying CEOs too much? Is the Pope Catholic? (That’s my own bad joke, not from the panelists.)

Executive compensation is front and center on the minds of shareholders, regulators—and politicians. What IS pay? What IS performance? What are the right time frames for measuring performance? And what to do about the perception that pay is not tied to performance?

I was less interested in our “perception” that pay is not tied to performance and more interested in the reality, where such discrepancies exist.

Are We Paying CEOs Too Much?

Are We Paying CEOs Too Much?

Are We Paying CEOs Too Much? is Part 5 of my coverage of the Corporate Directors Forum 2017 in San Diego @corpdirforum, which was billed as Directors, Management, & Shareholders in Dialogue. I was also hoping to learn more about President Donald J. Trump and how his administration might impact corporate governance. More about that in a future post. See Part I, Part 2Part 3 and Part 4. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations and my reflections that I hope readers will find interesting.Much better photos from the professional photographer at Directors Forum 2017 Photo Slide Show Continue Reading →

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International Women’s Day

SSGA: Tired of the Bull During International Women's Day

SSGA: Tired of the Bull? Celebrate International Women’s Day

International Women’s Day and Corporate Governance.

Progress on gender diversity in boardrooms and executive suites is slow in North America and many other parts of the world. Ahead of today’s International Women’s Day (March 8) SHARE and SSGA have taken dramatic action. The Women Corporate Directors Foundation can also take credit on this International Women’s Day.Where are the others? Post a comment to let us know.

International Women’s Day: SHARE

In recognition of International Women’s Day, the Shareholder Association for Research & Education (SHARE) announced efforts to tackle gender diversity and gender-related pay gaps across corporate Canada.  Continue Reading →

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Report from CII Winter Meeting: ESG

CIIEven in Washington, the numbers are impressive. The Council of Institutional Investors, who met in Washington DC this week, represents 23 trillion (with a t) dollars, mostly made up of retirement and other savings of working families. Compare that to the entire budget of the US government, less than two trillion a year. Like most industry group meetings in Washington, this one had presentations on what to expect from Congress and the regulatory agencies and how millennials will change the way the members do business, plus snack breaks and wireless sponsored by firms trying to sell products and services to the attendees. But the a two and a half day session featured repeated agenda topics on climate change and what are called ESG issues, suggesting that pension funds may step in where governments have failed. Continue Reading →

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Walt Disney Company: Proxy Score 25

Walt Disney Company

Walt Disney Company: before you vote your proxy

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide.

The Walt Disney Company is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on March 8, 2017.

I voted FOR Proxy Access Amendments. See how and why I voted other items below. I voted with the Board’s recommendations only 25% of the time. View Proxy Statement via iiWisdom. Continue Reading →

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