Tag Archives | Australia

Shareholder Society Better Chamber Mantra

Shareholder Society Offer More Rational Solution to Chamber's Issues

Shareholder Society Offers More Rational Solution to Chamber Issues

A shareholder society appears to have no place in the U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) severely flawed paper on shareholder proposal reform. The paper is intended to contain a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.”

However, the report attempts to solve our economic woes by eliminating shareholder rights. I criticized their report in my post Shareholder Proposal Reform Rebutted. Instead of seeking to amend Rule 14a-8 to create an essentially democratic-free zone for entrenched managers and boards, the Chamber should focus on creating a prosperous shareholder society where all Americans have a stake in our future. Continue Reading →

Continue Reading ·

Shareholder Rights Get Snipped in Australia: Government Restricts Rarely Used Rule – just in case

Flag of AustraliaThe Australian Government is set to repeal an existing provision in the Corporations Act that allows 100 shareholders the flexibility to require a company to convene an extraordinary general meeting (EGM) to consider a resolution outside of the annual meeting process.

Business lobbyists including the Business Council of Australia (BCA) and the Australia Institute of Company Directors (AICD) support the move. Continue Reading →

Continue Reading ·

Women on Corporate Boards: Global Trends for Promoting Diversity

WomenOnBoardsWe last explored the topic of gender diversity on boards, in particular the underrepresentation of women on them, late in 2012, but much has happened globally on the subject since then. More companies have adopted regulation on the issue that range from “comply-or-explain” rules to quotas for the percentage of women on boards.

A 2014 Grant Thornton report, Women in Business: From Classroom to Boardroom, finds more leaders warming to a quota system, with 45% of international business leaders supporting quotas — up from 37% just a year ago.

Below is a brief summary of some of the most recent developments concerning women on boards. Continue Reading →

Continue Reading ·

New Proxy Advisor in Australia Doesn't Ignore Retail

Vas Kolesnikoff

Vas Kolesnikoff

KOLESNIKOFF Governance touts itself as “the only professional provider of independent proxy voting and governance research on ASX listed companies and capital markets which is accessible by all investors.” According to their website:

We fill the void in professional corporate governance and proxy voting research available to Australia’s retail, self-funded and self-managed superannuation fund (SMSF) investors, who have previously had no way to access costly reports prepared for institutional clients. Continue Reading →

Continue Reading ·

Blanks Votes: Australia & US

It is great to see Manifest, the proxy voting agency, raising the issue of management voting proxy items left blank by shareowners.

In the majority of markets with developed shareholder voting procedures, for each proposal, the shareholder has three choices; to vote for, against or abstain. Alternatively, shareholders can actively elect for the chairman to direct their votes at his/her discretion (a directed proxy). In cases where the shareholder has not made a choice in any regard (an undirected proxy), it is common for Continue Reading →

Continue Reading ·

Australia ‘Say on Pay’ Enhancements Too Radical

Shareholders of Australian public companies have been having their say on pay by law since 2005. The Australian Parliament is currently considering amendments to its say on pay rules that are aimed at increasing the impact on companies of significant shareholder votes against.

The ‘two-strikes’ test is a key proposed change included in the Corporations Amendment Bill 2011 (the Bill). If 25% or more of all shareholder votes are cast against a company’s remuneration report, this ‘first strike’ requires that the company respond to the negative vote in the following year’s compensation report…

The Bill requires that strike two triggers a shareholder vote within the meeting to decide whether the directors must stand for re-election. The vote on director reelection is called a ‘spill resolution’, If the director re-election resolution is supported by 50% or more of votes cast, the directors must stand for re-election at a “spill meeting” within 90 days…

A review of the comments that were submitted reveals that although the requirement that companies respond to the first strike was generally well received, the board spill resulting from a second strike was almost universally panned by investors and corporate spokespersons alike. The thrust of much of the opposition to spill votes was that director elections should not be triggered by fewer than 50% of shareholder votes. (Australia proposes ‘say on pay’ enhancements – SHARE – Shareholder Association for Research and Education)

Generally, I find myself coming down on the side of empowering shareowners at just about every turn. However, I agree this Australian measure would go too far. A second 25% vote could trigger a second report but I don’t think anything less than a rejection by a majority of shares voted should trigger a vote to “spill” the board. McRitchie, defending the rights of entrenched boards, who would have dreamed?

Continue Reading ·

Powered by WordPress. Designed by WooThemes