Archive | history of corporate governance

Proxy Access is Needed at Apple

Despite the Apple Board’s best effort to obtain a “no-action” letter to exclude my proxy access proposal, it is included among the items to be voted on at or before the annual meeting to be held on February 28 at our Company’s principal executive offices in Cupertino, CA.  See Apple’s proxy, Proxy Proposal 11, ‘Proxy Access for […]

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Review: Corporation Nation

Corporation Nation (Haney Foundation Series) by Robert E. Wright  delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history. Despite […]

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Video Friday: The Cadbury Archive

The Cadbury Archive at Cambridge Judge Business School has been completed with the addition of copies of all the speeches on corporate governance made by Sir Adrian Cadbury, Chairman of the UK Committee on the Financial Aspects of Corporate Governance. The Archive, established in 2010 and part of the Cambridge Corporate Governance Network (CCGN), is a […]

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IRRCi 5 Year Impact Report, Accepting Research Award Submissions

Since issuing their first report in 2009, the Investor Responsibility Research Center Institute has made a deep impact – far beyond their expectations. A new Five Year Impact Report recaps the 28 reports IRRCi has issued, which cover a wide range of contentious issues – executive compensation, fracking, political spending and proxy voting – to name a few.  Since […]

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Review & Reflections: The Cadbury Committee

The Committee was formed in 1991, the same year I read Power and Accountability: Restoring the Balances of Power Between Corporations and Society by Robert A.G. Monks and Nell Minow. I had spent years in academia searching for the perfect corporate form. I studied corporate systems around the world and headed California’s cooperative development program. It […]

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Announcing the 2013 Foxhole of the Year Winner

I was recently reminded of my commitment earlier this year to make a Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Sorry to be late but it is great to know that readers are paying attention and holding me to my word. Thanks […]

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India Proxy Season 2013 Analysis From InGovern

A recent report by InGovern Research Services analyzes patterns in the resolutions proposed by Indian listed companies in the just concluded 2013 proxy voting season. The data has been collated and analyzed from a coverage universe of 585 companies forming part of the S&P 500 and BSE 500 indices, which represent over 95% of the market […]

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Review: The History of Modern US Corporate Governance

This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at […]

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Vote Splitting: Are We Moving to a Universal Proxy?

Years ago, the DC Court’s decision to vacate the SEC’s Rule 14a-11 had me thinking of possible approaches under Rule 14a-8 but also working around the whole access issue. With regard to short slates, I wavered between “field agents” attending annual meetings with “proxy assignments” to allow more wide-spread vote splitting to consideration of amendments […]

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Corporate Governance: Stepping Back in Time

Five years ago in Corporate Governance Publisher’s Note: Yes, you’ll find many broken links. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared.  Since 2005, KLD has studied the […]

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Proxy Access at Bank of America May 8th

Re opposition to John Harrington’s proxy access proposal at Bank of America ($BAC), based on language that I helped develop.  For background, see Bank of America (BAC) Faces Proxy Access on May 8th. I hope opponents will reconsider. From one analysis recommending a vote against: While this amount ($660 million) is significant in absolute terms, shareholders may have […]

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Wayback Machine: December 2007, 2002 & 1997

Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago. Five years ago in 2007 major charitable foundations, with the notable exception of the Gates Foundation, are initiating or strengthening efforts to harmonize the social and environmental effect of their endowment investments with their philanthropic goals, according […]

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Proxy Access Regulations Revisited

Jill E. Fitch, a Professor of Law at the University of Pennsylvania Law School, argues the DC Circuit’s 2011 decision in Business Roundtable v. SEC, completely disregarded the congressional policy judgment reflected in Dodd-Frank’s authorization of proxy access regulations. (more…)

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Corporate Governance Bites

Continuing challenges to exclusive forum bylaw provisions – Lexology An increasingly popular trend in recent years has been the adoption by Delaware public companies of an exclusive forum provision in their bylaws. An exclusive forum provision generally provides for the Delaware Court of Chancery to be the exclusive forum for certain disputes (including derivative actions, breach […]

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H&R Block: I Voted for Proxy Access

H&R Block ($HRB) is one of the stocks in my portfolio. Their annual meeting is coming up on 9/13/2012. ProxyDemocracy.org had collected the votes of two funds when I voted on 9/5/2012.  I voted with management 40% of the time but in complete alignment with CalSTRS. I generally vote against pay packages where NEOs were paid above median in […]

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Kay Review Recommendations

The UK backed Kay Review of UK Equity Markets and Long-Term Decision Making was commissioned by Business Secretary Vince Cable after the takeover of Cadbury by Kraft, which many thought was driven by short-term investors.  After examination the Report made several recommendations that could improve the long-term focus fund returns if properly implemented. (more…)

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Review: Corporate Governance and the Global Financial Crisis

Corporate Governance and the Global Financial Crisis: International Perspectives by William Sun, Jim Stewart, and David Pollard addresses the worldwide crisis that cost Americans an estimated average of $188,000 per household. We will be paying back that debt for decades… or perhaps more accurately, our children will be paying back that debt. Yes, we’ve passed the […]

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Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in (more…)

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Wayback Machine: September 2006

Below is a sampling of stories covered by CorpGov.net 5 years ago this month. After reading this list, it looks like shareowner victories five years later may have slowed slightly or is that just my imagination. One amazing parallel, the decision in AFSCME v AIG then and lifting the stay on Rule 14a-8 amendments allowing […]

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Proxy Access Goes Live!

From Broc Romanek at TheCorporateCounsel.net: The SEC’s release on lifting the Rule 14a-8 stay on proxy access shareholder proposals was published in the Federal Register – so it’s now “live.”

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Wayback Machine: Ten Years Ago at CorpGov.net

Ten years ago this month I posted a review of Monks, Robert A. G., The New Global Investors: How Shareowners Can Unlock Sustainable Prosperity Worldwide, Capstone Publishing, 2001. “His perspective is that of an aristocratic shareholder activist, not a street demonstrator against the World Trade Organization… Monks appears to believe, and I agree, that corporate control has been […]

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Archives: August 1999

Caux Round Table (CRT) to develop a Total Social Impact (TSI) system of benchmarking the social responsibility performance of corporations in terms of trust, the environment, labor standards and other critical issues. CRT to step up efforts to encourage corporations around the world to accept the Principles, train their employees in the Principles and then to […]

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