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The Handbook of Board Governance: Part 1

The Handbook of Board Governance

The Handbook of Board Governance advertised in Times Square

This is the second post in my review of  The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Member. see the introduction. I blabbed on for so long that I made my introduction a separate post. With the current post, I actually start reviewing Part 1 of the book. Yes, this will probably be my longest review ever… but it is for one of the biggest books ever.  Continue Reading →

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Ford Motor: Proxy Score 53

Ford Motor CompanyFord Motor Company (NYSE:F, $F) manufactures or distributes automobiles across six continents. It is one of the stocks in my portfolio. Their annual meeting is coming up on May 12, 2016. ProxyDemocracy.org had collected the votes of three funds when I checked. Vote AGAINST pay, compensation committee, poison pill; FOR shareholder proposals to transition out of dual class shares and to lower the threshold to call a special meeting. I voted with the Board’s recommendations 58% of the time. View Proxy Statement. Continue Reading →

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Norges Bank: Responsible Investment

Norges Bank responsible-investment-2015Norges Bank published their second annual report on responsible investment of the Government Pension Fund Global. They clarified expectations towards companies in 2015 and are creating a model I hope many will follow

The report provides a comprehensive review of work by Norges Bank on responsible investment in the management of the fund. Key areas of this work include developing and promoting international standards and principles, expressing expectations towards companies, and being an active owner.

Norges Bank expects companies to address a broad set of long-term risks in their strategies, investment plans, risk management and reporting.  They updated expectations with regard to children’s rights, water management and climate change in 2015, and today they are also publishing their expectations for how companies manage human rights. Monitoring environmental, social and governance risks in the portfolio is an important part of Norges Bank Investment Management’s work on responsible investment. Continue Reading →

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ICGN Boston 2015, Part 3: Differential Voting Rights

ICGNThis the third part of my coverage of this year’s ICGN event in Boston. These posts haven’t been checked for accuracy and I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value.

Morning keynote on Differential Voting Rights: Corporate governance and investor protection in companies with a controlling shareholder

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ICGN Boston 2015, Part 1: Political Lobbying Donations

George Dallas

George Dallas, Political Lobbying Donations

This year’s ICGN event in Boston was a real treasure, beginning with the panel on Political Lobbying Donations. I loved the fact that ICGN was held back to back with CII at the same hotel. I took a few notes at the conference and will share some of them with readers. I’m not a very fast note taker, these posts haven’t been checked for accuracy and I haven’t taken the time to edit the prose to make complete well-flowing sentences. Still, I hope you find them of some value.ICGN Continue Reading →

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“Directly Conflicts” Clarified by Staff Legal Bulletin

Seal of SECNever underestimate the ability of SEC staff to parse the rules in a creative way. Staff Legal Bulletin No. 14H (CF) does not adhere completely to original intent, which staff determined was “to prevent shareholders from using Rule 14a-8 to circumvent the proxy rules governing solicitations.” However, it gets us where we need to be in defining the meaning of “directly conflicts” with regard to Rule 14a-8 exclusions. Continue Reading →

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Video Friday: Replacing Board Members

Replacing Board Members - Elephant In The RoomAs I reported in Replacing Board Members: The Elephant in the RoomSVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third Thursdays.

If the video does not come up after several seconds, try reloading the page.

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Video Friday: Greg Sandfort, CEO of Tractor Supply

Greg Sandfort, CEO of Tractor Supply

Greg Sandfort, Tractor Supply

TK Kerstetter, of Boardroom Resources, LLC interviews Greg Sandfort, CEO of Tractor Supply Company  (TSCO). Sandfort is also a Board Member of WD-40 (WDFC).

This session highlights one of America’s most productive companies, Tractor Supply, and focuses on how they create value for their shareholders. TK asks Greg Sandfort, Tractor Supply Co.’s CEO, how culture has contributed to their excellent performance. Tractor Supply is an example of a company grooming their next CEO. Continue Reading →

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US SIF: Fundamentals of Sustainable and Responsible Investment 

US SIFThe US SIF Foundation’s Center for Sustainable Investment Education will provide a training on the Fundamentals of Sustainable and Responsible Investment. The classroom training will be held at the Broadmoor Hotel in Colorado Springs, CO on Tuesday, November 3 from 10:00 AM to 1:00 PM followed by lunch from 1:00 – 1:30 PM. This training will be held immediately before the SRI Conference. Continue Reading →

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Bernard S. Sharfman: Speaking Availability

Bernard S. Sharfman

Bernard S. Sharfman

Following publication of two out of three planed posts on recent research (part 1 and part 2), the following was received from Bernard S. Sharfman concerning his availability as a speaker, complete with a PowerPoint Presentation of his most recent paper. Since I believe his article and ideas deserve wide circulation, I reproduce his note below. I would love to hear from other authors as well and would welcome guest posts from all.  Continue Reading →

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Corporate Human Resources & Investment Outcomes

The Materiality of Human Capital to Corporate Financial PerformanceMonday, May 11, 2015, 2 PM ET
Connecting the Dots: Corporate Human Resources & Investment Outcomes
Investor Responsibility Research Center Institute & Harvard Law Labor & Worklife Program

Join the webinar on Monday, May 11th at 2:00 PM to review the findings of the latest research from the Investor Responsibility Research Center Institute (IRRCi) and the Pensions and Capital Stewardship Project at Harvard Law School’s Labor and Worklife Program. Continue Reading →

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eBAY Commits to Gender & Racial Diversity: Issues Remain

eBayNew York State Comptroller Thomas P. DiNapoli and Trillium Asset Management today announced that they have withdrawn the shareholder proposal they filed at eBay Inc. (NASDAQ: EBAY) after the company agreed to revise its Governance Guidelines to include gender and racial diversity among the qualities its seeks in its board members. Several other issues remain on the proxy. Continue Reading →

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September 11th

We must never forget there was another September 11th, long before our own, when so many dreams were crushed. While our September 11, 2001 was imposed on us by Islamic terrorists, the leaders of our great nation imposed its own form of terrorism with the September 11, 1973 military coup against the democratically elected government of Chile.  Continue Reading →

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GMI Ratings Offers Webinar on Emerging Market Ratings

GMI RatingsGMI Ratings, the leading provider of research, data and analytics on environmental, social, governance (ESG) and forensic accounting risks affecting the performance of public companies, is introducing Accounting and Governance Risk (AGR®) ratings on over 9,000 companies in nearly 60 emerging market countries. GMI’s AGR ratings capture a variety of accounting irregularities and corporate governance weaknesses associated with negative events. With the addition of the emerging market companies, GMI now offers AGR ratings on nearly 29,000 companies worldwide. Continue Reading →

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Chevron Enters Foxhole Contest

ChevronAs reported by CSRwire, Under Fire from Critics, Chevron CEO Quietly Moves Annual Shareholder Meeting to Remote Town In Texas.

PeabodyWe are still in the midst of our second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents.  

With Chevron (CVX), we have another 2014 entrant. Continue Reading →

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CalPERS Announces Board Candidates

CalPERSbldgThe California Public Employees’ Retirement System (CalPERS) is conducting two elections this fall for the State and public agency representative seats on the CalPERS Board of Administration. Current terms for both positions end in January 2015. The election for the school board member representative seat will not be conducted because the incumbent, Rob Feckner, was unopposed. George Diehr, Ph.D., the incumbent in the State member position announced he would not seek reelection.

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CMG Shareowners Vote Down Pay & Supermajority Requirements

JMSelfie-CMG

McRitchie CMG Selfie

cmg
Just a brief post to thank shareowners at Chipotle Mexican Grill (CMG) for sending a strong message to the company’s board and management.  77% of shares were voted against the executive pay package and a majority supported our proposal to end supermajority voting requirements.

CalSTRS, Florida SBA, AFSCME, Calvert, Domini, Trillium, CBIS, CtW and many others joined to reject the non-binding say-on-pay measure and a proposed stock incentive plan. Both ISS and Glass Lewis recommended their clients vote against the package and the plan. Continue Reading →

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Excluding Fossil Fuels Gets Easier

FTSEFTSE Group (“FTSE”), the global index provider, announced the launch of the FTSE Developed ex Fossil Fuels Index Series, an innovative set of benchmark indices that excludes companies linked to exploration, ownership or extraction of (carbon reserves) fossil fuels. This ground-breaking launch is leading the way to implementation of a total exclusion model for fossil fuel-linked stocks, so that excluded enterprises are removed entirely from the Index Series. Continue Reading →

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eBay (EBAY): How I Voted – Proxy Score 50

ebayeBay $EBAY, is one of the stocks in my portfolio. Their annual meeting is coming up on 5/13/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 5/7/2014.  I voted with management 50% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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