Kellogg ($K) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/26/2013. ProxyDemocracy.org had the wrong date for the meeting and hadn’t posted any votes when I checked on 4/23/2013. I voted with management 75% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank are voted […]
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How I Voted: Johnson & Johnson (JNJ) – Proxy Score – 76%
James McRitchie, 04/23/2013 ,
Johnson & Johnson ($JNJ) is one of the stocks in my portfolio. Their annual meeting is coming up on 4/25/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 4/22/2013. I voted with management 76% 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 […]
Switch to TDAmeritrade and Contribute to Corporate Governance (CorpGov.net) at No Cost to You
James McRitchie, 03/08/2013 ,
TDAmeritrade is running a promotional where they pay current customers $50 to refer new customers. I feel like a high school kid knocking on doors selling candy so that I can go on a class trip to Washington but it really does take money to keep up this website and to report on various corporate […]
Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime
James McRitchie, 01/30/2013 ,
Malcolm Gladwell’s book The Tipping Point: How Little Things Can Make a Big Difference discusses the “Broken Window theory. If a window is broken and left unrepaired, people walking by will conclude that no one cares and no one is in charge. Soon, more windows will be broken, and a sense of anarchy will spread. In […]
Shareholder Proposals: SLB 14G
James McRitchie, 12/19/2012 ,
On October 16, 2012, the SEC published another “Staff Legal Bulletin” with guidance on shareowner proposals submitted to public companies pursuant to Rule 14a-8. SLB No. 14G provides the Division of Finance’s views regarding: Proof of ownership under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal; the manner […]
Another Company Bypasses SEC No-Action Process
James McRitchie, 12/10/2012 ,
National Fuel Gas Company (NYSE: NFG) informed the SEC they were bypassing their administrative no-action process and had filed an injunction in U.S. District Court for the Western District of New York on procedural grounds under Rule 14a-8. (more…)
Empty Voting: Empty Promises
James McRitchie, 12/05/2012 ,
Jay M. Hoffman and Melissa Ghislanzoni of Miller Thomson in Toronto recently posted Empty Voting – Waiting for a Regulatory Response. While focused on Canada, the post applies equally to the US. The recent Telus decision of the British Columbia Court of Appeal “appears to signal a green light for the continuation of empty voting, at least until a […]
Excellent Reporting of MSFT Meeting by Janet Tu
James McRitchie, 11/29/2012 ,
Great reporting of Microsoft’s annual meeting yesterday by Seattle Times technology reporter Janet I. Tu. She did a fine job of covering the voting results, presentations and Q&A. (more…)
Harvard's Shareholder Rights Project Turns Up Heat for 2013 Season: Will Others Follow Their Example?
James McRitchie, 11/28/2012 ,
The Shareholder Rights Project (SRP) and each of eight institutional investors it represents announced their collaboration for the 2013 proxy season to encourage 74 S&P 500 and Fortune 500 public companies to move to annual elections. (more…)
Video Friday: Replace the Goldman Sachs Muppets
James McRitchie, 11/23/2012 ,
Goldman Sachs has come under fire for placing its interests above those of clients, lack of transparency and insensitivity regarding its compensation practices. Goldman has been the target of numerous investigations, enforcement actions and private litigation. Key governance flaws include executive compensation and business practices that create financial and reputational risks. (more…)
ISS Updates Policies
James McRitchie, 11/19/2012 ,
ISS updated its proxy voting policies. The most interesting to me is the “Board Response to Majority Supported Proposals.” The marketplace has been evolving in the matter of board responsiveness to majority-supported shareholder proposals, both in terms of institutional investors’ expectations, and in terms of the actual responsiveness by issuers. ISS’ 2012-2013 Policy Survey results show […]
Video Friday: Responsible Endowments Coalition
James McRitchie, 11/16/2012 ,
On February 15th, the Responsible Endowments Coalition honored Anuradha Mittal, the Executive Director of the Oakland Institute. Anuradha spoke about university investments in land grabs—the act of buying up vast tracts of land in poor countries that often result in environmental destruction and violations of human rights. (more…)
NACD Objects to Proposed ISS Proxy Voting Changes
James McRitchie, 11/15/2012 ,
The National Association of Corporate Directors (NACD) sent a letter to ISS commenting on their recent policy proposal: Board Response to Majority-Supported Shareholder Proposals. (more…)
Support Petition to Disclose Corporate Political Spending
James McRitchie, 11/15/2012 ,
More than $6 billion was spent on this year’s presidential/congressional elections, too much of it by unknown sources. Are your companies opposing candidates you support or supporting those you oppose? If so, do those contributions add to the value of your companies? If they don’t disclose the expenditure, how would you ever know? Sick of […]
Breaking Up is Hard to Do
James McRitchie, 11/14/2012 ,
Trillium Asset Management LLC, on behalf of the Benedictine Sisters of Mount St. Scholastica, along with the AFSCME Employees Pension Plan recently filed a shareholder proposal with Citigroup Inc. (NYSE: C, $C) asking the company’s board of directors to explore a possible separation of one or more of its business units. (more…)
Corporate Governance Guide for Journalists
James McRitchie, 11/14/2012 ,
The International Finance Corporation (IFC), a member of the World Bank Group, in conjunction with the International Center for Journalists, has produced A Guide to Reporting on Corporate Governance designed for reporters and editors with experience covering business and finance. The goal is to help journalists develop stories that examine how companies are governed, and spot events that […]
Broadridge ($BR): How I Voted – Proxy Score 50%
James McRitchie, 11/13/2012 ,
Broadridge Financial Solutions, Inc. ($BR) is one of the stocks in my portfolio. Their annual meeting is coming up on 11/15/2012. ProxyDemocracy.org had collected the votes of two funds when I voted on 11/8/2012. I voted with management 50% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be […]
Hain Celestial ($HAIN): How I Voted – Proxy Score 8%
James McRitchie, 11/11/2012 ,
Hain Celestial Group ($HAIN) is one of the stocks in my portfolio. Their annual meeting is coming up on 11/15/2012. ProxyDemocracy.org had collected the votes of two funds when I voted on 11/8/2012. I voted with management 8% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be […]
Cisco: How I Voted – Proxy Score 83%
James McRitchie, 11/09/2012 ,
Cisco ($CSCO) is one of the stocks in my portfolio. Their annual meeting is coming up on 11/15/2012. ProxyDemocracy.org had collected the votes of five funds when I voted on 11/8/2012. I voted with management 83% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be […]
Turkey's e-GEM Beats Broadridge at Shareowner Communication
James McRitchie, 11/08/2012 ,
Turkey became the first country to require issuers to offer electronic proxy voting with the 1 October inauguration of a voting platform from MKK called e-GEM. The system will stream annual general meetings (AGMs) real time and let shareowners communicate with each other, vote before the meeting, and even change their vote as an annual […]
Expect a More Active Proxy Season
James McRitchie, 11/07/2012 ,
The 2012 edition of Shareholder Activism Insight sees increasing opposition from shareowners during the next proxy season, according to 78% of respondents. Fully 84% predict an increase in the number of shareholder proposals with the financial services sector hit the hardest. One quarter of corporate executives think 30% or more of shareowner proposals will obtain […]
Netflix: A Candidate for Proxy Access
James McRitchie, 11/06/2012 ,
Netflix Inc. (NFLX), which has lost half its value in the last two years, adopted an antitakeover plan (poison pill) intended to block activist investor Carl Icahn from expanding his nearly 10% stake. They did so without seeking shareowner approval and the pill may make it harder to find a buyer. Writing for the WSJ, Miriam Gottfried notes, Netflix […]
Video Friday: Use of Social Media By Senior & Board Level Executives is Pitiful
James McRitchie, 11/02/2012 ,
Less than a third of companies today use social media to support their corporate strategy and risk management practices, according to new research conducted by Stanford University’s Rock Center for Corporate Governance, the Center for Leadership Development and Research at the Stanford Graduate School of Business, and The Conference Board. What Do Corporate Directors and Senior Managers Know about […]
Crowdfunding Amicus Curiae on Gabelli v. Securities and Exchange Commission
James McRitchie, 10/30/2012 ,
William Michael Cunningham, of Socially Responsible Investment Research is attempting to crowdfund the filing fee for a friend of the court brief at the US Supreme Court. The case involves defendant Mark Gabelli, who was the portfolio manager for the Gabelli Global Growth Fund (GGGF), as well as several affiliated funds, from 1997 until 2004. […]
USPX Suspends Central Activities
James McRitchie, 10/29/2012 ,
As many readers may know, a few months ago I joined the board of the United States Proxy Exchange (USPX). I’ve long been impressed with the work of USPX’s volunteer executive director, Glyn Holton. We worked closely on several sets of comments to the SEC, Model Shareowner Proposal for Proxy Access and subsequent no-action responses, Shareowner Guidelines for Say-on-Pay […]
Event: The Role of Proxy Advisory Firms
James McRitchie, 10/25/2012 ,
The U.S. Chamber Center for Capital Markets Competitiveness (CCMC) will hold a half-day event on Wednesday, December 5, 2012 in Washington DC to take an in-depth look at the influence of proxy advisors and the state of corporate governance in the U.S. It would be nice to get some shareowners out to at least listen and report back to […]
Proxy Access: A New Version for 2013
James McRitchie, 10/24/2012 ,
Update: This is a revised version of an earlier post this month. I’ve deleted that post because I don’t want anyone to mistakenly use the prior draft language. I’m hoping this language is a little tighter but always welcome reader suggestions. Last month I hoped ISS would reconsider their analysis of our proxy access proposal […]
James McRitchie Honored by NACD
James McRitchie, 10/17/2012 ,
Sacramento, CA (Oct. 8, 2012) — James McRitchie download <https://www.corpgov.net/wp-content/uploads/2009/03/resume2012.pdf>, Publisher of Corporate Governance (aka, CorpGov.net) <https://www.corpgov.net>, has been named to the 2012 National Association of Corporate Directors (NACD) Directorship 100’s “People to Watch” in recognition of his exemplary leadership in influencing corporate boards and for promoting the highest standards of corporate governance. Selected by […]
Video Friday: Shareholder Activism Goes Mainstream
James McRitchie, 10/12/2012 ,
National Association of Corporate Directors, Silicon Valley Chapter, Inc. Interview with: Ken Denman, Former President & CEO, Openwave Systems, Inc. Hosted by: Abe Friedman, Managing Partner, CamberView Partners (more…)
Review: Corporate Governance: Cases and Materials
James McRitchie, 10/11/2012 ,
This comprehensive case book sheds light on the complicated regulatory framework and the dynamic nature of laws on corporate governance in the United States. Chapters typically cover regulations promulgated by federal, state, and self-regulatory organizations. Corporate governance is examined through case law with ample discussion to provide context concerning evolving practices and normative concerns. In […]
Victory at Procter & Gamble
James McRitchie, 10/10/2012 ,
At yesterdays annual meeting, shareowners voted in favor of my wife’s proposal to repeal supermajority standards, such as the 80% standard needed to change or add board members. (more…)
Controlled Companies Carry Negatives
James McRitchie, 10/10/2012 ,
A new study finds that controlled companies – particularly those with multiple classes of shares – generally underperform over the long term. As compared to companies with dispersed ownership, controlled companies experience more stock price volatility, increased material weakness in accounting controls, more related party transactions, and offer fewer rights to unaffiliated shareholders. The study […]
Corporate Governance Bites
James McRitchie, 10/09/2012 ,
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 […]
Finance Watch
James McRitchie, 10/07/2012 ,
The year old public interest association, Finance Watch, has become a regular at Brussels regulatory events and was described recently as “influential” by the Financial Times. That’s a great start for their ambitious program with its mission to make finance serve society. Wouldn’t that be nice? (more…)
PwC 2012 Annual Corporate Directors Survey
James McRitchie, 10/03/2012 ,
Significant changes in corporate governance are causing directors to reconsider their oversight approach as they spend more time on board work, according to the PwC 2012 Annual Corporate Directors Survey issued last month. (more…)