Stanford’s David F. Larcker and Brian Tayan have a new paper called Loosey-Goosey Governance: Four Misunderstood Terms in Corporate Governance in which they appear to think they’ve discovered what everyone has understood forever — that there are limits to structural solutions and that checklists of best practices are not especially helpful. We were very clear […]
2019 CalPERS CalSTRS Diversity Forum lived up to its billing as a unique opportunity to engage with industry leaders and experts on diversity and inclusion topics such as: The “Why” and “How” of driving diversity and inclusion Building and sustaining a positive corporate culture Human Capital Management metrics and their value to investors In the following […]
MBII elects directors by majority vote, effective March 15th 2019. Marrone Bio Innovations (MBII) amended its bylaws after a request by shareholder advocate James McRitchie and upon the recommendation of the Nominating and Governance Committee. The bylaws now provide that, in uncontested elections, MBII elects directors by majority vote of “For” and “Withheld” votes cast. […]
The CII Research and Education Fund (CII-REF), a Council of Institutional Investors (CII) subsidiary, issued a Guide to Disclosure of Board Evaluation Processes highlighting best practices. (more…)
iRobot adopts proxy access bylaws filed with SEC Form 8-K on March 9, 2016 (See Section 11). James McRitchie, publisher of Corporate Governance (CorpGov.net) conditioned withdrawal of his proposal for proxy access at iRobot (IRBT) on the amended bylaws, including several key elements meeting best practices as outlined by the Council of Institutional Investors. (more…)
As reported by the Wall Street Journal (Apple Offers Proxy Access) and the Financial Times (Campaigners hail Apple shareholder move), Apple adopts proxy access. Yes, that’s progress, but we shouldn’t be gushing in praise over proxy access lite. See Apple bylaws, pages 18-26, 5.15 Proxy Access for Director Nominations. Compare with the Council of Institutional Investors’ (CII) Best Practices. […]
ISS’s 2015-2016 global voting policy survey indicate investors are prepared to vote against directors at companies that ignore shareholders wishes and adopt proxy access mechanisms with overly burdensome ownership requirements. An overwhelming majority of investors said ISS should issue negative director recommendations if a shareholder proposal to provide proxy access receives majority support and a […]
As I have advised companies where I have submitted proxy access proposals, I am not singling out your company with the aim of implementing proxy access. In fact, I would rather first target well-governed companies, which are more likely to adopt best practices as outlined by the Council of Institutional Investors. Best practices generally spread […]
Last week I uploaded a revised template for proxy access proposals (see Avoiding Proxy Access Lite: QUALCOMM Proposal) to address some of the problems identified by the Council of Institutional Investors in their August 5th report, Proxy Access: Best Practices. Thanks to the quick response from several readers, I have already made a few improvments. Please use […]
As I have mentioned in other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than they would have been under the SEC’s universal proxy access Rule 14a-11. Although I withdrew proposals at several companies, based on the […]
As I have mentioned in several other posts (see especially Proxy Access Lite: Victories at Whole Foods, H&R Block), several companies have adopted proxy access ‘lite’ with provisions that make implementation excessively difficult and less effective than anticipated by the SEC’s vacated Rule 14a-11. At the beginning of last season I announced that proxy access was […]
In response to a proxy access proposal I filed earlier this year, Clorox Co (NYSE:CLX), manufacturer and marketer of consumer and professional products, adopted proxy access (press release, amended bylaws). I am declaring another victory and withdrawing my proposal. While I filed a standard proxy access proposal seeking the ability of shareholders with 3% of shares held for […]
As you may have read by now Microsoft Makes It Easier for Shareholders to Nominate Candidates to Board, another company where we filed for proxy access has adopted proxy access lite. We were glad to play a role in negotiating the change on behalf of shareholders and withdrew our proxy access proposal contingent on the Board’s […]
This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance […]
Learn to minimize the “risk” of proxy access and more in this free webinar from Corporate Secretary. Listen to find out how proactive governance can protect you, your board, your company and your brand in our free webinar at 12 noon EDT on April 26, 2012. (more…)
After extensive consultation with global investors, the ICGN releases two new best practice guidelines: ICGN Guidance on Political Lobbying and Donations and Model Contract Terms Between Asset Owners and Managers. Said Christianna Wood, Chairman of the ICGN Board of Governors: In the post-global financial crisis environment few topics have received as much attention as asset […]
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. The authors make a good […]
CII recently published Seven Smart Practices for Shareowner Meetings containing excellent advice for issuers on best annual meeting practices. It contains nothing that might be considered cutting edge, so should be easy for all companies to follow. Although the guidance recommends hybrid, rather than virtual-only meetings, it contains no discussion of how electronically transmitted questions […]