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. Continue Reading →
Tag Archives | AFL-CIO
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)
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the previously announced vote at Amazon will not be included in the 2018 AFL-CIO Key Votes Survey as the proposal was withdrawn before the annual meeting.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 PDF file here: Continue Reading →
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 ultimately, it is not possible to transform the market from the outside. It must be transformed from within. (xiv)
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 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. Continue Reading →
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 packs” — that is, activist investors who collectively hold more than 5% of a company but who individually hold less and therefore do not need to disclose their stakes. Will public pension funds join this effort? Continue Reading →
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 Votes Must be Cast in Your Interest
In 1988, the U.S. Department of Labor advised pension fund trustees that under the Employee Retirement Income Security Act (“ERISA”), the voting rights attached to company stock are “plan assets” that must be managed according to ERISA fiduciary standards. The Department of Labor requires investment managers to “maintain accurate records as to proxy voting” and permit trustees to “review the actions taken in individual proxy voting situations.” Continue Reading →
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 expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →
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 resign to enter into government service.
The proposal is a good idea. I hope to be following up with posts on how I voted at Citigroup (C) and Goldman Sachs (GS). I do not own any shares of JPMorgan (JPM) or Morgan Stanley (MS). Below is the the AFL-CIO rationale for why “government service golden parachutes” do not serve the interests of shareholders. Continue Reading →
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 global equity portfolios. Readers will learn how to take active role in proxy voting oversight for global equity portfolios. Continue Reading →
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 of proxy voting policies or decisions. Continue Reading →
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 machine.
Shareowners.org Launched. Finally a social networking site that will actually accomplish something. Yes, you can “friend” people and post to their “wall.” However, right now, ShareOwners.org will help engage typical investors by sending their comments in support of the group’s agenda directly to their members of Congress. Over the long run, ShareOwners.org’s broad four-part agenda focuses on the need for stronger regulation (including a beefed-up SEC), increased accountability of boards/CEOs, improved financial transparency and protection of the legal rights of investors. At some point, shareowners will also be able to vote their shares directly through ShareOwners.org. Unfortunately, the site went dark a few years later and nothing has arisen to take its place. Continue Reading →
“FOR” votes are consistent with the AFL-CIO Proxy Voting Guidelines Continue Reading →
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 together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →
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 submission. The earlier you submit, the more likely you are to influence others. For example, I am impressed by comments from the following: Continue Reading →
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 Broc. And the 2013 winner is…
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” pay jumped from 51.6 in 1981 to 319.7 in 2011, according to data compiled by Kevin Murphy of the University of Southern California. The AFL-CIO sampled S&P 500 firms and claims the ratio went from 42 in 1980 to 380.
In response to complaints from multinationals that tallying pay for workers around the globe would be prohibitively expensive, the SEC’s draft largely leaves estimating and sampling methodology up to individual companies. Continue Reading →
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 senior management, executives and all other employees the board is chanted with determining Continue Reading →
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.
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:
You are invited to attend the 2013 FirstEnergy Corp. Annual Meeting of Shareholders at 8:00 a.m., Eastern time, on Tuesday, May 21, 2013, at the Waterfront Place Hotel, Two Waterfront Place, Morgantown, WV 26501. Continue Reading →
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 proxy card). Continue Reading →
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 voted against all 32 proposals; Northern Trust, 28 out of 29; BlackRock, 30 out of 32; and Fidelity, 28 out of 30. Continue Reading →
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. Continue Reading →
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. Continue Reading →
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 intelligible thN txt msgN. Continue Reading →
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 corporate governance history on my blog (and more from my old site on my laptop, still waiting to migrate). This is one document I think people will be coming back to in the future.
Pedrotty’s post references Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires public companies to disclose the ratio of Continue Reading →
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 Market to permit removal of directors (item 5) on February 28. Disclosure: James McRitchie, the publisher of CorpGov.net has investments in Apple and Whole Foods.
The worst performing investment managers as ranked by the Key Votes Survey last year were Metropolitan West Capital Management, NWQ Investment Management, Putnam Investments, State Street Global Advisors, TCW, and the Vanguard Group. The best were Amalgamated Bank, AmeriServ Trust Financial Services, ASB Capital Management, Boston Trust & Investment Management Co.. Capital Management Associates, Chartwell Investment Partners, Colony Capital Management, Comerica Bank, DePrince, Race & Zollo, Garcia Hamilton & Associates, Griffon Capital, Groupe Investment Responsible, ICC Capital Management, Marco Consulting Group, McMorgan & Company, Missouri Valley Partners, Northern Trust Investments, Ocean State Asset Management, Payden & Rygel, ProxyVote Plus, Quest Investment Management, RBC Global Asset Management, Sierra Investment Partners, Stacey Braun Associates, Trillium Asset Management, Turner Investments, ULLICO Investment Advisors, Union Labor Life Insurance Company, and Washington Capital Management.
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 on real reform.
Two-thirds of Americans support stricter regulations on the way banks and other financial institutions conduct their business. The AFL-CIO may have struck on an easy and creative way for members and others to join in as armchair protesters. (More than 8,000 Set for Virtual March on Wall Street—Join Us Today, AFL-CIO, 4/27/10) Will it have any impact on Republican politicians?
The Activist Investor provides a nice summary of “legislative and regulatory initiatives of interest to activist investors.”