David Webber: Guest Speaker on Corporate Accountability Forums April 4, 10 am Pacific, 1 pm Eastern – Register David Webber Yesterday, David Webber discussed his comment letter on proposed DOL regulations, which failed to consider the jobs of the very workers who contribute to funds regulated by the Department, harming both the workers and the funds […]
2022 Corporate Accountability forums begin 2/22 at 11 am Pacific (2 pm Eastern) with Brandon Rees as our first guest speaker using our own Zoom account and registration process. Each session will last 60 or more, so everyone should get a chance to join the discussion. Flexibility is key, so meeting days and times will […]
ESG Rulemaking by DOL – comments are in. Several investor organizations and financial industry firms released an analysis of the more than 8,700 public comments on the Department of Labor’s (DOL) proposed rulemaking on the consideration of environmental, social and governance (ESG) considerations in ERISA-governed retirement plans. There is overwhelming opposition to the “Financial Factors […]
Virtual meeting problems were highlighted in this excerpt from CII’s Weekly Governance Alert Vol 25, Issue 17 | April 30, 2020 by Rosemary Lally. I am reproducing below in order to ensure it gets wider distribution. Virtual meetings, in my experience, have been more problematic when hosted by Computershare than Broadridge but I have had […]
GPW (Global Proxy Watch) discussed selected comments from investors to the SEC concerning two proposed rules in an article entitled Blowback, reproduced below with permission. GPW normally runs two pages, summarzing weekly developments on governance and stewardship from Stephen Davis and Aaron Bernstein. Blowback took almost a page. (more…)
Proxy Preview 2019 reveals intensified shareholder pressure on corporations across a wide range of ESG issues from climate and political spending to women. Investors with a conscience; we are having a bigger impact every year. Download the report and/or watch webinar here. (more…)
SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)
An updated 2018 AFL-CIO Key Votes Survey form is now available for completion by investment managers. Please note that the previously announced vote at Amazon will not be included in the 2018 AFL-CIO Key Votes Survey as the proposal was withdrawn before the annual meeting. The survey form can be downloaded as an Adobe Acrobat […]
The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon by David Webber is sure to get readers thinking (purchase). For far too long, labor and its progressive sympathizers have sought to transform the market from outside the market: from courts, from legislatures, from regulators, from street protests, from strikes. These tools are important. But […]
The preliminary list of AFL-CIO Key Votes 2017 is now available for download. The list can be downloaded as an Adobe Acrobat PDF file by clicking on the following link: AFL-CIO Key Votes – 2017 Proxy Season and is reproduced below for CorpGov.net readers. The AFL-CIO Key Votes 2017 is designed to help pension fund trustees fulfill their […]
Senators seek to rein in hedge funds through legislation by narrowing the window in which hedge funds must file 13D disclosures with the SEC once they have taken a 5% stake in a company. Right now that window is 10 days. The bill would reduce that to two days. The bill also seeks to block activist “wolf […]
The AFL-CIO Key Votes Survey is designed to help pension fund trustees fulfill their fiduciary duty to monitor the proxy voting performance of investment managers. Good corporate governance matters to shareholders and proxy voting is the most direct means for shareholders to exercise oversight in relation to the corporations they own. (Read the full report.) Proxy […]
Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and […]
I recently received an email from the AFL-CIO Reserve Fund urging a vote in favor (“FOR”) their shareholder resolutions asking Citigroup (C), Goldman Sachs (GS), JPMorgan (JPM), and Morgan Stanley (MS) to issue a report to shareholders disclosing the dollar amounts of government service golden parachutes – pay their senior executives will receive if they voluntarily […]
The 4th annual Global Proxy Review has now been published by the Global Unions Committee on Workers’ Capital (CWC), a joint initiative of the International Trade Union Confederation, Trade Union Advisory Committee to the OECD and Global Unions Federation. The report and interactive website encourages investors to take an active role in proxy voting oversight for […]
This is the second of a two part series. Part I discussed proxy voting at Savings Plus, as compared with at CalPERS. CalHR’s Current RFP for Savings Plus CalHR recently released a Request for Proposal (RFP 700-14-01) seeking bids for investment management services for Savings Plus. Unfortunately, the RFP fails to require Savings Plus participants be informed […]
Corporate Governance Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC […]
This is the second of a three part series. See also Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure and Fiduciary Duty to Announce Votes (Part 3): Take Action. A major landmark in establishing a fiduciary duty for proxy voting was the Department of Labor’s (DOL) 1988 Avon Letter, which was based on specific sections […]
Shareholder Proposals: “FOR” votes are consistent with the AFL-CIO Proxy Voting Guidelines (more…)
Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access). According to a recent article in the WSJ, the longtime consumer advocate is now putting […]
The deadline for submitting comments on the SEC’s proposed pay ratio disclosure is coming up quickly on December 2, 2013. SEC general comment instructions. Submit Comments on S7-07-13 Pay Ratio Disclosure. Get your comments in soon, before Thanksgiving. Another advantage to earlier submittal is that those who wait for the deadline are likely to borrow from previous […]
I was recently reminded of my commitment earlier this year to make a Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Sorry to be late but it is great to know that readers are paying attention and holding me to my word. Thanks […]
Last week the SEC finally proposed rules to require public companies to disclose the pay ratio between their CEO and their employees, as mandated by Dodd-Frank. Companies would have to disclose the ratio between CEO compensation and the median pay of their employees. Update: Comments due December 2nd. As reported by the WSJ, the ratio of “average” […]
A proposal by Qube Investment Management, which owns 10,208 shares of Microsoft ($MSFT), to cap pay has been challenged through the “no-action” process. See incoming correspondence to the SEC. The resolved clause of Qube’s proposal reads as follows: Resolved: The the Board of Directors and/or the Compensation Committee limit the average individual total compensation of […]
The following director elections and management proposals have been added to the 2013 AFL-CIO Key Votes Survey. Complete list of the 2013 AFL-CIO Key Votes. Director Elections /Management Proposals: “WITHHOLD” or “AGAINST” votes are consistent with the AFL-CIO Proxy Voting Guidelines. (more…)
Corporate Governance was founded in 1995 and we have never run a contest… until now. Announcing the Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Our first nomination came from John Chevedden for FirstEnergy (NYSE:FE). According to the $17 billion company: […]
The Hewlett-Packard director elections of John H. Hammergren and G. Kennedy Thompson will be the first vote included in the 2013 AFL-CIO Key Votes Survey. The HPQ shareholder meeting is scheduled for March 20, 2013. Votes “AGAINST” HPQ directors Hammergren and Thompson are consistent with the AFL-CIO’s Proxy Voting Guidelines (Item #1-04 and #1-09 on HP’s […]
Vanguard, Northern Trust, BlackRock and Fidelity scored the lowest among researched funds in supporting AFL-CIO endorsed proxy issues in 2012, according to their 2012 Key Votes Survey. Calvert, Amalgamated Bank, McMorgan and Bridgeway scored the highest. On proxy-voting issues at 32 companies the AFL-CIO considers representative of a “worker-owner view of value that emphasizes management accountability and good corporate governance,” Vanguard […]
Click here now to tell the SEC to require companies to disclose CEO-to-worker pay ratios. If you own stock, click here to get information on how to vote your shares on “say-on-pay” proxy proposals. (more…)
Don’t miss the great infographic at MoxyVote on proxy season. This is why I’m not returning e-mails (more…)
Richard L. Trumka, President, AFL-CIO announced an update to their PayWatch website—this year’s version is called CEO Pay and the 99%. Trumka says it’s your one-stop shop for the most recent information on out-of-control CEO pay and what you can do to stop it. (more…)
These are some relatively quick notes that I’m sharing from the Corporate Directors Forum 2012, held on the beautiful campus of the University of San Diego, January 22-24, 2012. Since I am busy with no-action requests this proxy season (especially proxy access proposals), this post may be a cryptic… not complete sentences bt hopefully mor […]
Daniel F. Pedrotty, AFL-CIO, posted Why CEO-to-Worker Pay Ratios Matter to Investors to the Harvard Law School Forum on Corporate Governance and Financial Regulations on Thursday August 11. I’ve been meaning to mention it since then, mostly so that I have it file on my blog for future reference. I’ve got almost 16 years of […]
The AFL-CIO released its 2010 Key Votes Survey report on investment manager proxy voting. They also released an updated list of AFL-CIO Key-Votes-as-of-Feb-4-2011 for the current proxy season. Upcoming votes include those at Apple on CEO succession planning (item 5) on February 23, Navistar on golden parachutes (item 6) on February 15, and Whole Foods […]
When some 10,000 union members and activists march on Wall Street April 29, they will be joined by “virtual marchers” demanding an end to Big Banks’ reckless practices and insisting on real Wall Street reform. The AFL-CIO will print the name and personal message of virtual marchers on stickers that marchers will carry to insist […]