The 2018 CES (Consumer Electronics Show) and its impact on boards was the subject of a January 31 meeting of the NACD’s Northern California Chapter. We met at the offices of WilmerHale in Palo Alto. We heard primarily from Maureen Conners, Fashion Incubator San Francisco board director and former director of Deckers Brands (NYSE: DECK); Erin Essenmacher, NACD chief programming officer and founder of the NACD Technology Symposium and the NACD CES® Experience; John Hotta, Kaiser Permanente board advisor and former Microsoft executive; and Sandra Lopez, vice president and general manager of Intel’s Sports Group. Continue Reading →
Real Impact Tracker Involves Everyday Investors in Creating Better Corporate Governance
- Everyday investors need to play a greater role in corporate governance.
- It’s dominated by institutions, where the least common denominator is profits
- Everyday investors should hold companies and funds accountable to their values
- Everyday investors can play a greater role in corporate governance
- The Real Impact Certified Community helps them find which fund managers hold companies accountable to their values.
- The Real Impact Button gives individual investors access, previously limited to institutions, to engage, as shareowners, with the management of their funds and companies.
- Imagine what would happen if companies really took all the considerations of their shareowners into account.
Michael Garland: In the News
Michael Garland, his boss Scott M. Stringer and the New York City Pension Funds are setting a higher bar for corporate boards and other funds with regard to corporate governance standards. I wish more would try to do half as much for shareholders. Continue Reading →
Corporate Culture Influencer
On September 11, 2017, the John L. Weinberg Center for Corporate Governance hosted a discussion on the role of the general counsel and how she should be a positive corporate culture influencer. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent research and white paper on this topic. ACC is a global bar association with more than 43,000 in-house counsel members worldwide. Participating in the discussion were the following; Continue Reading →
Since 2003, the Center for Political Accountability (CPA) has spearheaded disclosure and accountability in corporate political spending. Corporations are the top political spenders at the state and local level. They are a dominant force in shaping public policy. Next proxy season, I will join the Center for Political Accountability in filing proposals on this important topic.
Center for Political Accountability: Citizens United
As I have reminded readers in previous posts, the US Supreme Court’s decision in Citizens United v. Federal Election Commission was based on a false premise. Justice Kennedy’s majority opinion justifies the decision by pointing to the Internet. Continue Reading →
The objective of the forum videoed below was explore how the adoption of mutuality principles and the Economics of Mutuality approach to value creation can contribute to the both society and the commercial success of firms. The notion that business has a significant role in addressing human and social problems has led to a re-evaluation of the purpose of business.
Putting mutuality – the interests of others – ahead of profit maximisation can generate more value for both stakeholders and the company than traditional profit maximisation. The best businesses do good through the co-creation of commercial and social benefits. There may be lessons here for Twitter. Continue Reading →
Mark Collinson and Elaine Ketchmere of Compass Investor Relations present micro-cap best practices in corporate governance. This is from the webinar, Corporate Governance Best Practices & Communication Strategies, sponsored by OTC Markets Group and Compass Investor Relations. Overall, excellent advice; I did have one nit to pick. Continue Reading →
Wharton’s Marshall Fisher discusses how retailers can break their ‘addiction’ to top-line growth and adding new stores. Eventually, they run out of new territory and must refocus on building margins by improving same store sales. Fisher describes how 17 retailers did it and the common themes they used.
There are lessons here for companies like Whole Foods Market Inc., although for Sears it may be too late. Retailers like Whole Foods may not have run out of new territory but they certainly have run into competition. Refocus on same store sales to increase margins will not only help at existing stores, but also at stores coming on-line. Continue Reading →
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 →
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:
- The Shareholder Action Guide by Andrew Behar
- Shareowner Action Handbook by James McRitchie, an ongoing work in progress (slow progress)
Update 7/12/2016: Reeds Inc received two faxed proposals from two shareholders before the deadline for submissions. It looks like shareholders will get to vote on both proxy access and creating an independent chairman. Maybe shareholders can help to turn our company around. Institutional investors only hold about 14% of Reeds Inc and insiders hold 26%, so retail shareholders will need to do the heavy lifting. We’d better get in shape. Hope springs eternal; stock up over 6% for the day.
Reeds Inc doesn’t have their annual meeting until December but proxy proposals are due Monday. I’m submitted a proposal on proxy access but almost submitted a proposal to split the chair and CEO positions. Reeds Inc really needs both. I’m hoping another shareholder will submit a proposal to split the chair and CEO positions. If you own shares in Reeds Inc but aren’t sure how to file a proposal, check out our Shareowner Action Handbook. Still can’t figure it out how to submit a proposal or want some help? Please get in touch. I would be happy to help.
In preparation for December’s annual meeting, I’ll be building more arguments about why change is needed at Reeds Inc but the following are a few thoughts off the top of my head. Continue Reading →
Marrone Bio Settles Class Action: Announcement
Marrone Bio settles class action; time to move on. Marrone Bio Innovations, Inc. (the “Company”) (NASDAQ:MBII, $MBII), a leading provider of bio-based pest management and plant health products for the agriculture, turf and ornamental and water treatment markets, recently announced the Company and other defendants, including certain of the Company’s current and former officers and directors, have reached an agreement to settle the private securities class action litigation consolidated in the U.S. District Court for the Eastern District of California on February 13, 2015 as Special Situations Fund III QP, L.P. et al v. Marrone Bio Innovations, Inc. et al, Case No 2:14-cv-02571-MCE-KJN.
The agreement is subject to review and approval by the court after notice and an opportunity to object are provided to the plaintiff class. The settlement agreement contains no admission or concession of wrongdoing or liability by the Company or any other defendant and includes a full release of claims. The agreement provides for a settlement payment to the class of $12,000,000, which will be paid by insurance carriers. Accordingly, the settlement of these lawsuits will have no adverse impact on the Company’s financial position or operations. Continue Reading →
Uprising Against Wall Street – it has certainly been a clarion call of Bernie Sanders’ Presidential campaign but, as Stephen Davis points out in the video below, Hillary Clinton, Ted Cruz and Donald Trump have also attacked Wall Street. Public opinion is clear, so politicians aren’t likely to be strong defenders (at least not in public) of a system that doesn’t appear to be working in the public interest.
Watch Stephen Davis and David Pitt-Watson discuss their new book (co-authored with Jon Lukomnik), What They Do With Your Money: How the Financial System Fails Us and How to Fix It. Continue Reading →
TK Kerstetter of Boardroom Resources, LLC, interviews James McRitchie, Publisher of CorpGov.net and Shareholder Advocate. I’ve pasted TK’s intro and video from Inside America’s Boardrooms below, followed by some additional comments. I hope you enjoy the show. Continue Reading →
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?
A North American board governance guru, Dr. Richard LeBlanc is put on the hot seat to discuss key steps to creating a great board—and how investors can know how effective their board really is. LeBlanc and host TK Kerstetter talk about board leadership, board assessments, board recruitment and composition.
Kerstetter also quizzes LeBlanc about his book, Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. The two discuss his predictions and whether a corporate governance revolution he projected in 2005 actually transpired. Continue Reading →
At the recent #AllInForImpact SRI Conference – on Sustainable, Responsible, Impact Investing I presented a “Topic Table.” These are informal gatherings of up to 10 people during lunch. Topics are submitted prior to the conference by any registrant who wishes to lead a discussion on an issue related to sustainable, responsible, impact investing. Mine was on Proxy Access and Advocacy.
I started out with a Calvin and Hobbes cartoon depicting how many people see business today… run by narcissists, producing little of real value and looking to be subsidized. Continue Reading →
Leadership transitions are the ideal time to think about what it means to lead. What is the role of leadership in building the “just and sustainable corporate world” the ICCR community envisions in its mission statement? During an interactive panel on Oct. 1, 2015, five dynamic leaders explored the role of corporate responsibility and the capital markets through the lens of their own experiences as leaders in today’s marketplace. Continue Reading →
As part of my series Retail Shareowners – Facilitating Votes and Activism (see Part 1 and Part 2), I have begun looking more closely at the Australian Shareholders’ Association (ASA). In researching their activities I came across the videos below of interviews with Don Hyatt. Most are somewhat dated but they still provide interesting background. Shareowners in the United States might do well to create an organization modeled after the ASA. Continue Reading →
I hope those concerned with good corporate governance are also concerned with stewardship. Investors shouldn’t be making money by investing in products that harm the environment. Their are plenty of alternatives to plastic microbeads.
This 2-minute video “explainer” shows how tiny plastic microbeads go down the drain and into our rivers, lakes, and oceans. We can do to stop this ridiculous assault on our public waters. TAKE ACTION!
The Open Mind: Corporate Governance a decade later
Although taped on 4/20/2006, this interview with Ira Millstein, Senior Partner, Weil, Gotshal & Manges, was not posted to YouTube until this month. Millstein discusses corporations, corruption, and regulation. Listen and learn about changes that have been made and some of what remains to be done. In the history of corporate governance, Ira Millstein has occupied a prominent position for several decades. Continue Reading →
Shareholder Activism at Roll-Royce
ValueAct, the US hedge fund, has emerged as a shareholder in Smiths Group, just days after revealing it is the largest investor in Rolls-Royce. Lex’s Rochelle Toplensky and Jonathan Eley discuss the possible implications for Smiths and Rolls-Royce. Continue Reading →
I stumbled on an interesting series of videos from the Investment Company Institute, which bills itself as “a leading global association of regulated funds, including mutual funds, exchange-traded funds (ETFs), closed-end funds, and unit investment trusts (UITs) in the United States and similar funds offered to investors in jurisdictions worldwide.”
Of course these funds have a tremendous impact on corporate governance. As one of the primary industry voices for the financial sector, the Investment Company Institute has tremendous clout, so these videos are well worth monitoring for anyone interested in corporate governance developments.
Below are just a few examples to whet your appetite. Continue Reading →
#CartoonSunday is so popular among my friends in corporate governance (#corpgov) on Twitter that I thought I’d jump the gun and do a post on Animated Friday and corporate governance. Yes, I know, the Calvin and Hobbes cartoon I posted to the right has little to do with corporate governance… but it sure is cute. The next three videos are more on target. Continue Reading →
I think most Americans have a very limited attention span when it comes to investing, the SEC and especially corporate governance. When I came across SECDisclose.org earlier this week, I was delighted with a series of videos they have uploaded on dark money and with their byline: Because the S.E.C. shouldn’t stand for “S-E-C-RET.”
In a few paragraphs below lifted from SECDisclose and a press release from the Corporate Reform Coalition, I hope to perk your interest in this project so that you’ll share their links with your friends. I love their campaign. It is very creative. However, one thing the campaign fails to do, at least as far as I could tell in a quick look, is to call their viewers and readers to action. I’ve practically hounded my readers to death on this issue but will do so once again. Continue Reading →
Replay the SEC Proxy Voting Roundtable. (Sorry no YouTube embedded video. You need to click a link.)
- Panel 1: Universal Proxy Ballots
- Panel 2: Retail Participation in the Proxy Process (starting about 1:44 into webcast)
Unfortunately, there is a gap about 2/3 of the way through for a fire drill. The second panel does come back but the video runs out while Nell Minow is speaking. As usual, she provides the best quote of the day: Continue Reading →
Engagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an assumed end-goal that rules out other human values. Continue Reading →
On January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.
With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →
On October 14, 2014, Stanford Law School’s Arthur and Toni Rembe Rock Center for Corporate Governance hosted the discussion “Corporate Inversions: Desertion or Value Maximization?”
Unfortunately, I missed this one but at least the Center caught it on video. Now we can watch at our leisure.
Thanks again to Authur and Toni Rembe Rock for a great Center.
In case you missed it last weekend, Donna Dabney, Executive Director of the Governance Center at The Conference Board posted this November 14th presentation by Dr. Yvan Allaire presented at the Annual Meeting of The Conference Board Governance Center. His talk was titled Do activist interventions create long term shareholder value?
Allaire reviews a lot of studies and basically disputes the contention that activist interventions lead to long-term shareholder value. While I find his arguments compelling, what we really need in research going forward is much more nuanced than what his overview provides. Yes, I yield to the point that most shareholder activism doesn’t move in the direction I would like. For example, transferring wealth from employees and debt holders to shareholders only aggravates wealth disparity. Agreed – reducing cash, investment and R&D seem more likely to the hurt long-run prospects of a company. Continue Reading →