Archive | Event Reports

CII: Climate Competency & Risk

Shifting Investor Perspectives on Climate Risk & Board Climate Competency

These notes on climate competency are my last post from the Council of Institutional Investors Fall 2017 conference.  Find more at .  As a member of the press, I was excluded from the policy-making meetings. Still, it was a great opportunity to touch base with members of CII and to learn of recent developments and where we may be headed.

The panel discussion on climate risk and board competency hosted by the 50/50 Climate Project and the New York City Comptroller’s Office. From the program: Continue Reading →

Continue Reading · 0

CII: Index Providers Speak

Index Providers Speak: Policy Process and Voting Rights

Index providers spoke at  about how they develop their policies. Specifically, they discussed recent developments around voting rights.

Index Providers Represented

  • Annalisa Barrett, Clinical Professor of Finance at the University of San Diego (Moderator)
  • David Blitzer, Managing Director & Chairman of the Index Committee, S&P Dow Jones
  • Pavlo Taranenko, Executive Director, Index Research, MSCI (standing in photo)

Continue Reading →

Continue Reading · 0

CII: Richard Bookstaber – Dynamic Risk Models

Richard Bookstaber: Human Complexity and the Financial Markets

Richard Bookstaber discusses value at risk modeling — easily the most illuminating talk at #CIIFall2017. It was certainly statistics aimed at the layperson. However, in listening to him, I was glad I completed by PhD comprehensive in statistics 35 years ago.  I scribbled a few notes. Although I can’t guarantee accuracy, if I motivate a few fund managers to read his The End of Theory: Financial Crises, the Failure of Economics, and the Sweep of Human Interaction I will be delighted.

Richard Bookstaber: Shifting From Static to Dynamic Interactions

Value at risk models are moving. Early theorists believed economics would only become a science if approached with mathematical rigor, removing human sentiments, and concentrating on the underlying static causes. After more than 100 years, we began to see that we couldn’t forecast the future by modeling the past. The world isn’t static. Under Dodd-Frank, we began stress tests. What it this happens? If I understand correctly, Richard Bookstaber wants to take modeling a step further – essentially stress testing with agent-based models. Not only does history not repeat itself, people are unpredictable agents. Modeling needs to factor in the dynamic interactions of agents, their models and how activity is ever-changing through feedback loops.

Richard Bookstaber: A Few Key Bullets

  • Agents. Drivers have various heuristics. We can typecast drivers into speeders, lane-changers, etc. to help model defensive driving in autonomous vehicles. 
  • The environment is never the same. Agents act, the environment changes. The cycle repeats.
  • We are not automatons as classical economics assumed. (That’s why I changed majors.)
  • Emergence – we interact with our environment and end up in a stampede. Fire marshals can model human herd behavior.
  • Radical uncertainty – we create and invent, changing our world. Filled with surprises
  • Computational irreducibility – Interactions create dynamic complexity. We can’t solve for life, we have to live it.
  • Non-ergodicity – We change with our experiences. The future will not look like the past.

The Four Horsemen of the Econopolypse – aspects of reality that traditional economics sweeps under the rug… emergence, non-ergodicity, radical uncertainty, and computational irreducibility.

  • Emergence occurs “when systemwide dynamics arise unexpectedly out of the activities of individuals in a way that is not simply an aggregation of that behavior.”
  • Non-ergodicity is a feature of financial markets throughout. That is, markets vary over time; they do not follow the same probabilities today as they did in the past and will in the future.
  • Uncertainty is radical when it cannot be expressed or anticipated, when we’re dealing with unknown unknowns.
  • Computational Irreducibility. Our economic behavior is so complex, our interactions so profound that “there is no mathematical shortcut for determining how they will evolve.”

Richard Bookstaber: More Concepts Discussed

Below are a few more concepts discussed by Richard Bookstaber but I don’t have the notes or time to further decipher. Egress – Liquidity, Flammability – Leverage, Crowding – Concentration, Asset shock or funding shock; Forced sales do to leverage; Price effects do to concentration; Further declines due to illiquidity; Cascades and Contagion; Key Data missing – leverage, concentration, illiquidity, collateral damage. Events have fat tails; they are not symmetric. Movement into tails is not smooth. Risk doesn’t resolve at a constant rate. We must move to an agent-based approach.

The end objectives are to manage risk, generate return, and dampen the crises. Develop scenarios, crowd-source the data and mirror the investment process. High frequency traders have kill switches. That accelerates crisis because trading stops and liquidity drops. Leverage is somewhat tamed but not liquidity. Passive index investing is part of the issue.

If I had my camera, I would have taken some shots of his interesting explanation of cascading impact. See Richard Bookstaber’s YouTube video below, especially starting about 30 minutes in. Read his blog.

My cynical take away is that few will adopt Richard Bookstaber’s methodology because we want simplicity. However, the world isn’t simple. Hopefully, a future CII meeting will feature Bookstaber leading a wise group of investors, feeding cascading scenarios into Watson or some other AI device.

Continue Reading · 0

CII: William Hinmam Interviewed

Keynote Interview: William Hinman of the SEC

William Hinman, Director of the SEC’s Division of Corporation Finance, was interviewed by CII Co-Chair Gregory Smith, Executive Director, Colorado Public Employees Retirement Association at #, I scribbled a few notes.

As you can well imagine for someone speaking from such a sensitive position, there were no bombshell announcements. However, it is certainly good to have a dialogue between CII members and the head of CorpFin. William Hinman did not disappoint.

William Hinman: Disclaimer

I am sure Hinman gave a disclaimer but this is mine. My skills as a journalist are limited to those of the typical sociologist. I only took a few notes on what I thought was timely. If you were there and heard something else, let us know by leaving a comment below sending me an email. Even if you were not there but have something to contribute, please do so.

William Hinman: What I Think I Heard

The SEC’s job is protecting investors without overburdening issuers. They recently revised the rules so that companies can stay private longer with more shareholders. Private markets are developing so that more employees can redeem early shares without the need to go public. See CII: Public Companies Endangered Species?

The massive breach at Equifax is likely to hurt — and may ultimately doom — efforts by Republicans to overturn the Consumer Financial Protection Bureau’s rule banning mandatory arbitration clauses. Will mandatory arbitration change? William Hinman discussed s0me of the issues. For background, see Arbitration Clauses and Class Certification Standards: How the Supreme Court Is Limiting Plaintiffs’ Ability to Maintain Class Actions. He said the SEC would have to analyze the issue if it comes up. However, he does not see it as a rule-making issue… at least not for now.

Universal proxy? Yes, it is widely seen as a positive move. SEC Chair Jay Clayton is reportedly concerned with retail. As I recall (that’s me, not Hinman), Clayton thinks universal proxies will lead to confusion among retail investors. To me, nothing could be further from the truth. Getting multiple proxies and timing delivery is more confusing than anything a universal proxy could add. Mr. Smith said, CII also thinks multiple proxy cards are confusing to retail.

Hinman responded saying SEC may seek still more comments. The debate among commissioners mostly revolves around the level of solicitation effort a dissident must undertake. The currently proposed rule requires that a majority of shareholders be solicited.  What if they don’t solicit? What is the penalty? Background: Four-Year Effort to Allow Universal Proxy Cards for Contested Shareholder Elections Moves Through SEC Channels.

The SEC Looked at 280 no-action letters. In 75% of cases, they agreed with the company. I know that our little group lost far more no-actions than ever this year (specifically on proxy access amendments) because we tried to “compromise” with issuers over raising the group limits for proxy access.

We generally requested fifty, instead of no group limit. That turned out to be a mistake because it was more difficult to prove that limit of 50 (our proposals) was substantially different than a limit of 20 (the most common group limit in company bylaws). Next year should see fewer successful no-actions as our group moves back to requesting no limit.

Of course, those SEC numbers also don’t take into account that shareholders like me essentially withdrew proposals in many cases because companies moved in the right direction. For example, I recently withdrew a proposal at Symantec (SYMC), during the no-action process, because SYMC raised the group limit for proxy access to 50. That kind of partial victory happened in almost 50 cases. Seen in that light, the report that 75% of cases were decided in favor of companies is tempered.

William Hinmam indicated there is a new focus on proxy plumbing. Background: Fixing the stock market’s ‘clogged toilet’ starts in Delaware. Additionally, staff will put out a new SLB (Staff Legal Bulletin) as a result of the annual stakeholder meeting and other input. See my Shareholder Action Handbook for a crude index of SLBs. Suggestions for better descriptors are welcome.

Proven Shareowner Action Formulas


Continue Reading · 0

CII: Public Companies Endangered Species?

Public Companies Endangered Species: CII Panel

Are public companies an endangered species? If so, why? How can we solve that problem? At last week’s Council of Institutional Investors (CII) Fall Conference there as an informative panel discussion entitled Public Companies: An Endangered Species?

Panelists were David BrownMichael Mauboussin, and Robert McCooey moderated by the always erudite and entertaining Frank Partnoy, one of the best facilitators in the corporate governance industry. Continue Reading →

Continue Reading · 0

Key Climate Vote Survey Provides Tool

The 50/50 Climate Project released their Key Climate Vote Survey 2017 (link) of votes by America’s largest investors. Those attending last week’s informative Fall Conference of the Council of Institutional Investors in San Diego found out about it and many other newsworthy items.

Key Climate Vote Survey 2017: Groundbreaking Season?

First-time approval of climate risk proposals at Exxon (XOM) and Occidental (OXY) represents a huge win. Victory was only possible because of a highly visible shift in voting by mainstream funds State Street, J.P. Morgan, as well as from BlackRock and Vanguard, which joined climate risk proponents for the first time.

However, do not get complacent. More effort to get mutual funds to address climate change is still needed. According to the 50/50 Climate Project representatives at CIIVanguard backed only 15% of such proposals, while Blackrock voted for only 9%.  while —despite both managers’ high-profile support of resolutions at ExxonMobil and Occidental. The cynic in me says votes may be more driven by the potential for adverse publicity, rather than potential impact on value, although the two are undoubtedly correlated. Compare to Vanguard’s Investment Stewardship 2017 Annual Report.

Continue Reading →

Continue Reading · 0

Alphabet Shareholders Overwhelmingly Support Equal Voting

Alphabet DemocracyAt Alphabet, Inc.’s most recent annual meeting on June 7, 2017, class A shareholders overwhelmingly supported a shareholder proposal asking company management to recapitalize the share structure so that each share has one vote. According to the proponents of the proposal, assuming that all outstanding class B shares were similarly voted, then up to 99.8% of class A shareholders supported the proposal. Of class B insider shares, if only executive officers and directors of the company are counted, then an estimated 88.7% of class A shareholders still supported this proposal. Continue Reading →

Continue Reading ·

California Diversity Forum 2017: Part 2

CalPERS and CalSTRS sponsored the California Diversity Forum in Sacramento (“America’s Most Diverse City”) on Wednesday, May 12, 2017, bringing together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. Diversity is both morally right and profitable. Narrowing the global gender gap would add $12 trillion in annual gross domestic product to global growth (McKinsey Global Institute).

What follows are my cryptic notes from the Diversity Forum. Sometimes they are just phrases I captured that may not mean so much out of context. Maybe it will be just enough to mark your calendar for next year’s Forum. More coverage at Part 1 and on Twitter at #CADiversityForum. I loved the fact that for once, I didn’t have to travel thousands of mile. Nice to have such an event in my own hometown.

Diversity Forum: The Corporate Perspective

Yee, Parcella, Chiames, Hymes

Betty Yee, Babriela Parcella, Paul Chiames, and Victor Hymes

Continue Reading →

Continue Reading ·

California Diversity Forum 2017: Part 1

CalPERS and CalSTRS sponsored a diversity forum in Sacramento on Wednesday, May 12, 2017.  The goal of the Diversity Forum was to bring together investment and corporate executives to discuss how to better capitalize on the abilities of the diverse modern workforce. While I think diversity should be adopted simply because it is morally right, often economics speaks volumes in the finance community. The McKinsey Global Institute estimates that narrowing the global gender gap could add US $12 trillion in annual gross domestic product to global growth.


The Forum focused on:

  • Recent research
  • Developing and implementing positive, solutions-oriented initiatives and real world best practices
  • Insight and experience of industry leaders

Continue Reading →

Continue Reading ·

Activism, Short-Termism and Corporate Governance

Activism, Short-Termism and Corporate Governance

Activism, Short-Termism and Corporate Governance: David J. Berger & J. Daniel Plants

Silicon Valley companies continue to be the leading target for “activism, short-termism and corporate governance.” Directors of some Silicon Valley companies believe these activists are too short-term focused, while some institutional investors believe the activists create value for all shareholders.

One response to the growth of activism has been the adoption by some high-profile tech companies of multi-class stock, as seen in Snap’s recent IPO. Another response has been a movement by several large institutional investors for more independent and diverse boards engaging with investors and focusing on long-term value creation, rather than short-term results.

Continue Reading →

Continue Reading ·

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 →

Continue Reading ·

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

Continue Reading →

Continue Reading ·

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 →

Continue Reading ·

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 →

Continue Reading ·

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 →

Continue Reading ·

Evolving Shareholder Engagement

Evolving Ways of Shareholder Engagement is Part 4 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 2 and Part 3. 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.

Panel: Evolving Ways of Shareholder Engagement

Panel: Evolving Ways of Shareholder Engagement

“Evolving Ways of Shareholder Engagement (because they can’t take most of your calls…)”
Continue Reading →

Continue Reading ·

Can We Really Govern for the Long-Term?

Can We Really Govern for the Long-Term vs the Quarterly Fixation? This is Part 3 of my coverage of Directors Forum 2017 in San Diego, 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. See Part I and Part 2. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations that were interesting to me.  Photos from the professional photographer at Directors Forum 2017 Photo Slide Show.

Can We Really Govern for the Long-Term vs the Quarterly Fixation?

Can We Really Govern for the Long-Term vs the Quarterly Fixation?

Continue Reading →

Continue Reading ·

Boardroom Issues of the Future

Boardroom Issues of the Future

Boardroom Issues of the Future

Boardroom Issues of the Future is Part 2 of my coverage of Directors Forum 2017 in San Diego, 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. See Part I. As usual, the Directors Forum was under Chatham House Rule, so I’m mostly just posting a few observations that were interesting to me. Sorry for the poor photo quality. I find it difficult to get good color in front of a lighted screen. Photos from the professional photographer at Directors Forum 2017 Photo Slide Show. Continue Reading →

Continue Reading ·

Yvan Allaire: World Economic Forum, Davos 2010

There is a Chinese proverb that says He who knows he has enough is rich; but the modern Western version of the saying seems to be: One never has enough; I deserve more; or There is always someone who has more.

Over the last years, we have built a system of incentives and motives so powerful that it overwhelmed values. Ethics is the resistance of values under pressure. But there is a breaking point. Enough pressure will grind values down. Heroes and saints do what they think is right whatever the costs and consequences for them. Most mortals, mes semblables, mes frères, dirait Baudelaire, are suspended in webs of motives and meanings they themselves have spun. We must understand how we have come to spin this web and learn to spin a new one. Continue Reading →

Continue Reading ·

Directors Forum 2017 & Trump – Part 1

Linda Sweeney - Eec Director - Directors Forum 2016

Linda Sweeney – Exec Director – Directors Forum 2016

Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also be the center of attention at Directors Forum 2017.

Directors Forum 2017 - iJoan B. Kroc Institute for Peace Justice

Directors Forum 2017 – Joan B. Kroc Institute for Peace Justice

I know what those in my immediate circles in Sacramento are saying. Clinton got 58% of the vote to Trump’s 34%. My news silos are much the same. At Directors Forum 2017 were directors and managers from companies, large and medium (the focus is rarely on small companies, although the Forum does better than most). Investors representing trillions of dollars in assets were in the room and on stage. What was the speculation on Trump and his impact on what we do? Continue Reading →

Continue Reading ·

Governance Lessons from Wells Fargo

Governance Lessons From Wells Fargo

Governance Lessons From Wells Fargo

Tone at the Bottom: Governance Lessons from Wells Fargo

That was the advertised title for the program co-sponsored by the Rock Center for Corporate Governance and the Silicon Valley Directors Exchange. (Sign up to be on the SVDX mailing list.) After the program, I am still not convinced the real governance lesson from Wells Fargo (ticker: WFC) is not more about lack of oversight from the top, rather than the tone at the bottom.

It was another great panel of corporate governance, legal, and public relations experts for the deep dive into what went wrong. As usual, it was Chatham House Rule, so I’m mostly providing a little more background and some commentary on the presentations. I am sure others drew different conclusions than I did. The panel focused on issues ranging from public disclosure requirements, whistleblower policies and mechanics, compensation policies (including the board’s use of claw-back provisions), company policies regulating employee conduct, and the negative publicity suffered by the bank. Here were some of the advertised questions:

WFC panel

WFC panel

What happens when you have a well-meaning and talented board and a CEO who was regarded within the industry as one of the best managers with a stellar reputation? Was it inevitable that the CEO would be forced to step down by an outraged Congress and populist sentiment? What governance lessons from Wells Fargo are applicable to the non-banking industry, with special attention to Silicon Valley-based tech companies?

Continue Reading →

Continue Reading ·

Nell Minow: Advice for Shareholders

Nell Minow

Nell Minow

What better way to bring in the new year than to get advice from Nell Minow, the Queen of Good Corporate Governance, especially with the Trump Administration about to begin? In the talk below, Minow addresses an audience sponsored by the Center for Study of Responsive Law, which held its second four-day conference on securing long-overdue democratic solutions in Washington, D.C. from September 26-28, 2016.

In her brief talk, Nell Minow offers several simple strategies for retail shareholders on how we can impact corporate boards. Ready to roll up your sleeves but need some help? I highly recommend two practical guides:

Continue Reading →

Continue Reading ·

#ICGN16 Part 5 – Diversity, ESG & Audits

Accelerating Board Diversity Panel #ICGN16

#ICGN16: Accelerating Board Diversity Panel

#ICGN16, the annual meeting of the International Corporate Governance Network, was held in San Francisco, June 27-29. #ICGN16 was the hashtag for tweeting at the meeting, so check Twitter for additional posts to #ICGN16. This post is a continuation of a few rough notes from the conference. Read Part 1Part 2Part 3 and Part 4 of #ICGN16. Continue Reading →

Continue Reading ·

#ICGN16: Part 3 – Integrating ESG

#ICGN16, the annual meeting of the International Corporate Governance Network, was held in San Francisco, June 27-29. #ICGN16 was the hashtag for tweeting at the meeting, so check Twitter for additional posts to #ICGN16. This post is a continuation of a few rough notes from the conference. Read Part 1 and Part 2 of #ICGN16.

#ICGN16: Integrating ESG in Strategic Investment Decision-making 

Michael Jantzi, CEO, Sustainalytics moderated the panel.

Michael Jantzi

#ICGN16: ESG – Michael Jantzi

A growing number of institutional investors recognize that good governance and prudent management of an investment portfolio requires the consideration of a range of environmental, social and governance (ESG) factors. This panel shared perspectives from some of North America’s most experienced investors already developing and implementing ESG integration strategies into their investment processes.

PWC just released report. Chief finding is that Continue Reading →

Continue Reading ·

#ICGN16: Part 2

#ICGN16

#ICGN16 was held in San Francisco, June 27-29, the annual meeting of the International Corporate Governance Network#ICGN16 was the hashtag for tweeting at the meeting, so check Twitter for additional posts to #ICGN16. This is a continuation of a few of my rough notes from the conference. Accuracy for details isn’t one of my noted strengths, so I’m tempted to say the post is for ‘entertainment purposes’ only but I do hope readers will get some sense of the proceedings. View Part 1 of #ICGN16

#ICGN16: Remarks of Jack Ehnes

Jack EhnesCalPERS and CalSTRS hosted #ICGN16. Unfortunately, I could only spend a short time at the ICGN Conference this year. I did hear one speech from Jack Ehnes, Chief Executive Officer, CalSTRS, paying tribute to his counterpart at CalPERS. Anne Stausboll had been CEO of CalPERS since January 2009 and was/is very committed to sustainable investment. She serves as the chair of the Ceres Board, was one of the drafters of the UN Principles for Responsible Investment and served on its original governing board. I’m sure there were many other well deserved tributes to her throughout #ICGN16. I hope she will continue to be involved after her retirement from CalPERS at the end of June. Continue Reading →

Continue Reading ·

#ICGN16: Part 1

#ICGN16

#ICGN16 was the hashtag for tweeting about the 2016 annual meeting of the International Corporate Governance Network held in San Francisco, June 27 – 29th, 2016. Check Twitter for additional posts to #ICGN16. What follows are a few of my rough notes from the conference. Accuracy for details isn’t one of my noted strengths, so I’m tempted to say the notes are for entertainment purposes only but I do hope readers will get some sense of the proceedings.

#ICGN16: PreConference Rethink of ‘One Share, One Vote’

Even before the ICGN16 (International Corporate Governance Network annual conference) met in San Francisco last month, two prominent former board members kicked off lively debate by proposing a radical rethink of what has been a guiding principle for many in the movement for good corporate governance. Peter Clapman and Richard Koppes argued in a WSJ opinion piece that longterm shareholders should have greater voting rights.

…the shareholder-rights agenda has been largely achieved. Only 10% of S&P 500 boards are classified today, while some 90% are elected by majority vote. Only 3% have a poison pill in force. More than 35% of S&P 500 companies have adopted proxy access… 

Richard Koppes

Richard Koppes

Peter Clapman

Peter Clapman

Activists increasingly demand board representation to implement their agenda, often meaning that short-term investors take and quickly relinquish boards’ seats. Boards frequently settle with activists out of fear of losing a proxy battle—or worse, winning a Pyrrhic victory. (Time to Rethink ‘One Share, One Vote’?)

Continue Reading →

Continue Reading ·

Walden Wins ESG Reporting at CLARCOR

clarcorCLARCOR Inc. (CLC) hosted its Annual General Meeting on March 29, 2016. A shareholder proposal led by Walden Asset Management for environmental, social and governance (ESG) reporting received 61% support from shareholders, excluding abstentions.

With this result, CLARCOR joins a small minority of companies to ever experience a majority vote in support of on an environmental or social resolution. According to proxy advisor ISS, just one environmental or social proposal passed out of 474 submitted in 2015. Continue Reading →

Continue Reading ·

Apple Shareholders Rejected Real Proxy Access

Apple Shareholders Rejected Real Proxy AccessApple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.”

Maybe they wanted to support Apple’s management while the company is under attack from the FBI.  

ISS recommended a “For” vote. Shouldn’t that have guaranteed passage?

We probably won’t know for months which Apple shareholders rejected real proxy access… and maybe that’s the key point.

Continue Reading →

Continue Reading ·

Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism

Directors Prepare for Shareholder Activism Before the Panel

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?

Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by WooThemes