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SEC's IAC Seeks Input for Agenda

The Dodd-Frank Act established the Investor Advisory Committee (IAC) to advise the Securities and Exchange Commission on regulatory priorities, the regulation of securities products, trading strategies, fee structures, the effectiveness of disclosure, and on initiatives to protect investor interests and to promote investor confidence and the integrity of the securities marketplace. The IAC met for […]

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Notable CorpGov Bites

Four articles worth reading are linked below. ProxyMonitor.org, a website sponsored by the Manhattan Institute’s Center for Legal Policy, sheds light on the influence of outside shareholder proposals on publicly traded corporations. Their slant is fairly obvious in their latest Proxy Monitor Report, Fall 2012, but the data is worth reviewing. (more…)

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Trading Cards

I’m on vacation but here’s part of Broc Romanek‘s post from yesterday on SEC Trading Commissioner Cards and a great cartoon by Hank Blaustein, which you can buy from Grant’s Interest Rate Observer for $150, signed by the artist, probably a better investment than most stocks.  Simon Billenness, Consultant, Corporate Responsibility and Socially Responsible Investment, […]

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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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Proxy Advisors Often Ignored: Yet, Concerns Continue

FT.com reported, contrary to many perceptions, that investors in the UK’s largest companies often ignored the guidance of proxy advisers when voting on pay issues. After votes at WPP, Xstrata and Prudential, some company executives complained that advisers carried too much influence. (Investors not tied to proxy advisers, 8/26/2012) (more…)

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Video Friday: Clawback Invoked

With the passage of the Dodd-Frank and the Sarbanes Oxley Acts, clawback policies have become increasingly prevalent among public companies. However, it is rare to find a company actually put a clawback policy into effect. Citing Equilar’s findings from the 2012 Clawback Policies Report, we review what a clawback policy is and we examine what […]

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Modeling Black Swans

GMI Ratings has long maintained that the increasing frequency of Black Swan events in capital markets will continue to challenge traditional approaches to risk modeling and portfolio management. For at least the past two decades, doubts have been mounting about the ability of classical economic theories and portfolio management philosophies to reliably describe, explain or […]

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Increased Disclosure Needed for Open-Market Repurchases

Insider Trading via the Corporation, by Jesse M. Fried of the Harvard Law School, examines the regulations applicable to U.S. firms trading in their own shares and puts forward a proposal for reform that I hope will be recommended to the SEC by the SEC Investor Advisory Committee (SECIAC), along with other recommendations I made in this June post, If […]

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Video Friday: The Voice of Students & Power of Endowments

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…)

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Director Elections: Shareowners Still Relatively Powerless

In theory, throwing out current directors and/or electing new candidates through their proxy votes is the most important function of shareowners with respect to corporate governance. That’s how we hold our agents accountable. In practice, shareowners look like powerless wimps, even at companies with majority or plurality plus resignation election standards. At least that is […]

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Costco: Proxy Advisor Contest Proposed

My wife, Myra Young, submitted a proxy proposal to Costco aimed at establishing a new and innovative way for shareowners to obtain proxy voting advice. The proposal would set up a contest, pay for proxy advice out of entry fees and corporate funds, and would then share the advice of four winners with all Costco shareowners. […]

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Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices

India’s InGovern Research Services Pvt. Ltd. “assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.”  Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in […]

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Influence ISS: Take Their Survey

ISS influences how funds vote their proxies. Here is your chance to influence them. Take their 2013 policy survey online by August 17th or regret your failure to act all next proxy season. You don’t have to be an ISS customer, although it probably helps. (more…)

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ESG Investing at University Endowments: Next Steps

A new report, Environmental, Social and Governance Investing by College and University Endowments in the United States, finds environmental, social and corporate governance (ESG) efforts by endowments are less prevalent than often believed, particularly given their history as pioneers dating back to 1970s anti-apartheid campaigns. These findings are particularly surprising at a time when ESG factors are increasingly factored […]

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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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Book Review: Owning Our Future

Marjorie Kelly is the rarest of authors, discussing some of the most difficult problems we face but doing so through an easily understood narrative of her own search for answers that is bound to draw in readers from a wide variety of backgrounds. Her analysis is insightful and the recommendations contained in Owning Our Future: […]

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Video Friday: Roger Martin – Fixing the Game

The common belief that firms exists to maximize shareholder value has led to massive growth in stock-based compensation for executives and a naive and wrongheaded coupling of the “real” market (the business of designing, making and selling products and services) with the “expectations” market (the business of trading stocks, options and complex derivatives). It’s a […]

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New Pay Comparison Tool From Stanford

Aligning CEO pay with shareowner value is key for many. A new tool (at least new to me), the Compensation and Wealth Calculator, from the Stanford Graduate School of Business, Corporate Governance Research Program, allows users to see how the compensation of CEOs and other NEOs, which they have already received over the years in the form […]

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The Problem with Pay for Performance

How Not to Argue for Bonuses. Reprinted with permission from PIRC Alerts, 17 July 2012. PIRC is the UK’s leading independent research and advisory consultancy providing services to institutional investors on corporate governance and corporate social responsibility. (more…)

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