Universal Background Checks FactSheet_graphic

Universal Background Checks: Take Action

Universal background checks; that would be a good first step. Gun violence may seem to some of my readers too far afield from corporate governance. However, I believe our investment decisions, including communications with companies and proxy votes made after AFTER buying stock should reflect all our values, not just greed. I am all for banning […]

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Culture Impact #corpdirforum2018

Culture Impact: Directors Forum 2018

The Culture Impact: Values, Attitudes & Strategic Directions Culture impact in corporate governance got a big boost with NACD Blue Ribbon Commission report Culture as a Corporate Asset. A brave panel tackled the topic, The Culture Impact: Values, Attitudes & Strategic Directions, at the Corporate Directors Forums I attended in San Diego. Like all Corporate Directors Forums, this […]

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Walt Disney Company

Disney Proxy Vote Recommendations

The Walt Disney Company (DIS), operates as an entertainment company worldwide. Most shareholders don’t vote because reading through 74 pages of the proxy AND many more pages of appendices is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read […]

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Benmefit Corporation vs B Corp

Benefit Corporation: Accountability Matters

Benefit corporation governance provides increased accountability. Most of our financial capital is allocated and stewarded through a system that has a primary goal of creating financial return. This goal directs the real economy, where shareholders treat corporations as accountable for financial results, but not for their economic, social or environmental impact. (more…)

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Shareholder Hot Topics

Shareholder Hot Topics: Corporate Directors Forum 2018

Shareholder Hot Topics: Introductory Notes Most of the Corporate Directors Forums I have attended in San Diego start with “Shareholder Hot Topics.” There is widespread interest in the subject from directors, management, shareholders, consultants and academics. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate culture is the […]

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Spending Against Change

Spending Against Change Heightens Climate Risk

Spending Against Change, a new report from the 50/50 Climate Project, finds that twenty-one of the largest energy and utility companies in the U.S. that have spent at least $670 million over six years to influence elections, regulators and lawmakers have limited board oversight of climate risk and political spending, and lack climate competent board members. These corporations face the highest exposure […]

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AI Robotics panel

AI: Boards Embracing Technology

Robotics and AI: How will Boards Embrace Tomorrow’s Technologies? As advertized: AI and Robotics are coming. There is no question that disruptive technologies are going to dominate not only what is introduced into the marketplace but also how our businesses are operated internally. Two evolving, and already disruptive forces, are robotics and artificial intelligence (AI).  […]

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valuation of dual-class firms

Dual-Class Should Sunset Says Rob Jackson

US stock exchanges should require sunset provisions for dual-class shares, SEC commissioner Rob Jackson said in his first speech since taking office last month.  In the speech at UC Berkeley School of Law, he likened dual-class shares that do not sunset to “corporate royalty” and said such structures were “antithetical to our values as Americans.” […]

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Kara Stein on Mutualism

Mutualism: Kara M. Stein

Mutualism, the subjects of Kara Stein’s recent talk at Stanford Law, has been a subject that has fascinated me since the 1980’s when I  was awarded an NIMH Fellowship to study what types of corporate governance structures (including mutualism) might be most beneficial to employees, shareholders, and society. I applied many lessons learned in heading […]

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Transparent Political Spending Favored

Transparent Political Spending: Ford Lost No-Action

The Ford Motor Company ($F) challenged my resolution on Transparent Political Spending and lost. I created a new posting category, “SEC no-action letters.” Posts under this category will include what I believe are precedent setting decisions. By including them on CorpGov.net I will be creating a searchable database going forward of significant decisions for ready […]

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Earning It - Lublin

Earning It: Lublin @ Corporate Directors Forum

Earning It: Introductory Notes Joann Lublin gave the opening keynote at the recent  Corporate Directors Forum 2018 in San Diego. She spoke largely about her new book, Earning It: Hard-Won Lessons from Trailblazing Women at the Top of the Business World. This year the Forum had an overall theme, “How Culture Impacts the Boardroom and Beyond.” Corporate […]

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FACT Coalition Financial Secrecy Index top 10

FACT Coalition: US 2nd Largest Tax Haven

The United States has become the second largest tax haven in the world. That’s according to a new report published Tuesday by the Tax Justice Network (TJN), partnering with the FACT Coalition.  TJN’s 2018 Financial Secrecy Index (FSI) finds the U.S. has surpassed the Cayman Islands. Now we are the second largest secrecy jurisdiction, next […]

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CES NACD Northern California Chapter

2018 CES: Northern California NACD Insights

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); […]

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Apple CorpGovnet Proxy Vote

Apple: CorpGov.net Proxy Vote

Apple Inc. (AAPL) designs, manufactures, and markets mobile communication and media devices, and personal computers to consumers, and small and mid-sized businesses; and education, enterprise, and government customers worldwide. The company also sells related software, services, accessories, networking solutions, and third-party digital content and applications. The annual meeting is coming up on February 13, 2018 […]

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AES logo

AES “Games” SEC: CII Seeks Correction

CII sent an important letter to the SEC on a recent no-action issued to the AES Corporation (AES) (not yet posted). A similar no-action had been granted in 2016 to Illumina (ILMN) on a proposal I (James McRitchie) had submitted. ISS referenced both. From the facts regarding AES, it appears John Chevedden submitted a proposal […]

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marrone

Marrone Bio’s Problematic Behavior

I will not bother taking Marrone Bio Innovations (MBII) to court. The company is young and inexperienced in dealing with SEC rules and shareholder advocates, such as myself. However, I cannot give them a complete pass. Below is a draft of my remarks to be delivered to those attending the January 31 Annual Meeting. Today […]

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Real Impact Certified

Real Impact Tracker Goes Live

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 […]

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Marrone Bio

Marrone Bio Innovations, Inc.: Proxy Vote

Marrone Bio Innovations, Inc. provides bio-based pest management and plant health products primarily for agricultural and water markets in the United States and internationally. Without changes, Marrone Bio is likely to continue to lag the Nasdaq, as it has done for the last one, two and five year time periods. While the Nasdaq has gone […]

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Lead Director - Non-Executive Chair

Lead Director – Non-Executive Chair: Evolving

Today’s lead director and non-executive chair face a seemingly never-ending set of risks, governance decisions and strategic initiatives as a result of investors’ growing emphasis on board transparency, accountability, and independence. This insightful panel focused on the evolving roles of board leaders, specifically, the independent chair and lead director. Drive higher-performing boards through improved processes, […]

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$COST

$COST (Costco): Proxy Vote Recommendations

$COST, Costco Wholesale Corporation, together with its subsidiaries, operates membership warehouses. It offers branded and private-label products in a range of merchandise categories. $COST has supermajority vote requirements (66.67%) to amend certain charter provisions, a classified board with staggered terms, and no written consent unless unanimous by all shareholders. In short, reasonable shareholder rights are missing. […]

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Citi

Citi to Address Gender Pay Gap

Citi reached an historic agreement to disclose wage data and adjust employee salaries in a company-wide effort to achieve gender pay equity. Arjuna Capital agreed to withdraw its gender pay shareholder resolution after the agreement. Citigroup (Citi) and Arjuna Capital disclosed that Citi is taking steps to provide gender and ethnicity wage data and commit to […]

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Michael Garland

Michael Garland: Boardroom Accountability

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. (more…)

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Walgreens 2 Year Stock Chart

Walgreens Boots Alliance: Proxy Vote

Walgreens Boots Alliance (WBA), operates as a pharmacy-led health and wellbeing company. It operates through three segments: Retail Pharmacy USA, Retail Pharmacy International, and Pharmaceutical Wholesale. Walgreens opposes giving shareholders more effective proxy access to enable us to place nominees on our company’s ballot. Additionally, Walgreens opposes lowering the threshold to enable shareholders to call […]

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Speak Your Mind

Speak Your Mind, Lose Your Job

Speak Your Mind, Lose Your Job: The Challenge of Diversity at the Modern Corporations. That was the topic of another great program at Stanford Law sponsored by the Rock Center for Corporate Governance on December 5th. @StanfordLaw @StanfordRock Register for upcoming events. What is the Board’s role in allow employees to say #TimesUp #MeToo or #TakeAKnee? (more…)

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Part 4 28th Annual SRI Conference - Inequality, Sustainability, and Board-Level Accountability

Part 4 28th Annual SRI Conference

Part 4 28th Annual SRI Conference in San Diego. Search #AllinForImpact on Twitter to see more posts. See Parts 1, 2, and 3. Yes, I know, this conference was held months ago but I’m still digesting… maybe until the next one. I could spend a productive year just exploring links to the work of the speakers. Mark […]

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NTRS on Shareholder Resolutions

NTRS Resolution: Victory or Defeat?

The Northern Trust Corporation (NTRS) is moving toward more democratic governance, thanks to a proxy access proposal submitted on my behalf by John Chevedden in November. Since I own no where near 1% of NTRS (market cap $23B), we would have been denied the right to file the proposal if the Chamber of Commerce, Business […]

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Shared Ownership cooperative-development-think-outside-the-boss

Shared Ownership Can Address Unequal Economy

How Shared Ownership Reforms Can Address Popular Anger about an Unequal Economy In May 2017, U.S. Senators Sanders, Leahy, Gillibrand, and Hassan introduced legislation intended to help workers become owners. Their bill calls for a national employee ownership bank and helps states develop employee ownership centers. This comes after a dozen major cities and nearly […]

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Tax Planning - As You Sow

2017 Tax Planning: As You Sow

I noticed some 2017 Tax Planning advice from Blank Rome LLP and thought to alert readers.  On December 20, 2017, Congress passed its comprehensive tax reform bill, the Tax Cuts and Jobs Act (“the Act” or “the Bill”), which is expected to be signed into law by President Trump in early January 2018. The Bill […]

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HR 4015

Maxine Waters Opposes HR 4015 Proxy Advisors

HR 4015 Statement of Opposition HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine sound corporate governance: Mr. Speaker, HR 4015, the so-called Corporate Governance Reform and Transparency Act, would […]

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