Medtronic PLC ($MDT) manufactures and sells device-based medical therapies worldwide. Medtronic is one of the stocks in my portfolio. Their annual meeting is on December 11, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted with the Board’s recommendations 44% of the time. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the proxy […]
The John L. Weinberg Center for Corporate Governance of the Alfred Lerner College of Business & Economics at the University of Delaware will host a Corporate Governance Symposium on March 15, 2016. The focus of the Symposium will be “Critical Issues for Boards & Institutional Investors in 2016.” The Symposium will feature up to four […]
As I reported in Replacing Board Members: The Elephant in the Room, SVDX and Stanford University’s Rock Center put on another great event last week that just about packed the house! These events are always top notch. A few nibbles and coffee or tea for breakfast, excellent company and a great program — what more could you want on third […]
Bernard Sharfman notified me of his post, Public-pension funds play with newest toy in corporate governance, saying: “As you know I am not a big fan of proxy access.” I was looking forward to a thoughtful analysis of the issues but that is not what I found. The R Street blog, where his piece was posted, […]
Those of us involved in corporate governance issues for a living enjoy talking shop with others in the field. One reason, I suspect, it that it’s so damned difficult to explain corporate governance norms to people on the outside. “You mean CEOs pretty well select the very board members who set those CEOs’ pay and […]
Challenging Boardroom Homogeneity: Strategies for Increasing Board Diversity – A Conversation with Aaron Dhir and Deborah Rhode. Sponsored by the Stanford Center on the Legal Profession, the Rock Center for Corporate Governance, Stanford Women on Boards, and the Vision 2020 Project. Tuesday, May 26, 2015 5:00 – 5:30pm Reception 5:30 – 6:30pm Presentation Stanford Law School, Room 190 (more…)
In an unscripted moment at a Clinton Foundation event in Miami, Chelsea mentioned a study that shows there are more men named John, Robert, William or James on corporate boards than there are total women corporate directors. Upon hearing that statistic, Hillary, who was on stage with Chelsea, joked, “sounds like we need to change our names!” […]
#CartoonSunday is so popular among my friends in corporate governance (#corpgov) on Twitter that I thought I’d jump the gun and do a post on Animated Friday and corporate governance. Yes, I know, the Calvin and Hobbes cartoon I posted to the right has little to do with corporate governance… but it sure is cute. The […]
Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago. Five years ago in Corporate Governance In the year-end reflections two contributing factors deserve more attention. First, “prophetic warnings” from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford […]
Leaders from Osler and the Institute of Corporate Directors discuss the evolution of corporate governance and the release of Directors Responsibilities in Canada – a guide to understanding and fulfilling director responsibilities. Although written for Canada, it has general applicability worldwide. After the video, I suggest a couple of additional books. (more…)
We 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 […]
In the absence of mandatory disclosure, companies are increasingly, voluntarily adopting disclosure policies for their corporate political spending – largely in response to pressure from shareholders, investor advocates, the media, political groups and others. In this article, Chuck Nathan suggests that voluntary disclosure may or likely will become the norm – at least among larger companies – within […]
Based on a proposal discussed in a recent issue of the Stanford Law Review, this recent Economist article promotes outsourcing corporate boards as a solution to corporate governance failures of the type we have experienced historically. As proposed, outsourcing would consist of replacing individual directors with a new category of professional firms – identified as BSPs or Board Service […]
The July 2014 edition of Corporate Governance: An International Review contains four research papers, all dealing with firms outside the US and UK, which usually get most of the attention. Still, insights from these studies could help efforts around the globe, including the US and UK. Monitoring in Japan (more…)
Sports catering giant Centerplate fined and censured CEO Des Hague last week after an internal review of surveillance video showing him kicking and yanking his friend’s puppy by its leash in a Vancouver elevator.(ESPN) Should the board fire him? Maybe we need more videos of CEOs and board discussing global climate change, slave labor and […]
As Advertised: Board resolve can be critical to the development of an effective ethical culture — defined as the values that inform the behavior toward the organization’s stakeholders. Features of an ethical culture will be examined, along with its value to the bottom line, company brand and reputation. Examples of effective board involvement will also […]
Corporate boards are exceeding legal oversight requirements on environmental and social issues, with more than half of S&P 500 companies providing board level oversight of environmental and/or social issues above and beyond that required by law. Board Oversight of Sustainability Issues finds that many industries subject to scrutiny – paper, forestry, healthcare, utility companies – are among the most […]
Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development. He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net. (more…)
BlackRock (NYSE:BLK) and the National Association of Corporate Directors (NACD) have issued a call for papers that address global governance challenges. Academics and governance practitioners are invited to submit original papers focused on emerging issues and opportunities likely to impact boardrooms and/or shareholders over the next decade. (more…)
Directors&Boards is one of our “stakeholders.” No, that doesn’t mean they own part of us or that we own part of them and it doesn’t mean we always agree with each other. But they are included in our primary reference groups, those who contribute regularly to our “vocabulary of meaning.” The current edition begins to address […]
This slim but informative volume contains contributions from practitioners, policy-makers, principle-setters, advocacy groups and researchers on gender balance in the boardroom, the outcomes of the Norwegian quota law and its snowball effects in other countries. The book came out of a Think Tank organized in Oslo in March 2011. The Norwegian quota law demanded a […]
The UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of […]
Guest post from Amanda Biggs, web manager and governance writer. By participating in the expansion of the Leading Boards portal for boards of directors, she has specialized on issues concerning the arrival of technology inside the boardroom. All through the last decade new technology solutions and tools have moved from being non-existent to becoming a […]
“Investing In Women – Increasing Opportunities For Funding Women” Presented by WITI (Women In Technology International) and NanoTecNexus. Presented at WITI San Diego Network meeting. (more…)
Yesterday, in Part I, I discussed the most recent UC Davis Study of California Women Business Leaders: A Census of Women Directors and Executive Officers and how it led me to invest disproportionately in firms with more women CEOs and NEOs. Just how are women different than men and what kind of changes can we expect or […]
Since starting this blog in 1995, I’ve pushed for greater diversity on boards and in named executive officers (NEOs). Progress has proceeded at a glacial pace, at least in the United States. For the ninth year, the UC Davis Graduate School of Management, in partnership with Watermark, published the annual UC Davis Study of California […]
Dr. Richard Leblanc created this week’s video to discuss his board assessment tool that addresses a key deficiency in corporate governance: namely the review of board and individual director performance. Surveys show that many or most boards of directors self-review their own performance, and possibly the performance of individual directors, or do not do so […]
Guest post from Josh Black, Financial Journalist for Activist Insight Ltd., which “aims to provide the most comprehensive global information source on activist investment.” Traditional activists were essentially value investors, but that profile might be changing. Carl Icahn has long championed the interests of shareholders. Yet even many who had watched him for years were surprised by […]
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not […]
In a recent Stanford “Closer Look” publication (How ISS Dictates Equity Plan Design), Ian D. Gow (Harvard but graduated from Stanford), David F. Larcker, Allan l. Mccall, and Brian Tayan argue ISS dictates pay equity plans. ‘Nonsense,’ was my first reaction. ISS policies generally reflect the will of its customers. The authors have a point […]
I have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my […]
First time entrepreneurs often need to learn to better manage their boards. They rarely understand what boards expect of them or what they should expect from their board. The appropriate role of a board changes as a company matures. Entrepreneurs face inherent conflict of interests between their roles as shareholders, managers and their role as […]
This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at […]
Recommended viewing this week is a discussion between TK Kerstetter, Chairman, NYSE Governance Services / Corporate Board Member and Scott Cutler, EVP, NYSE Euronext. Learn when directors most frequently get withhold votes. Shareholder communication is critical. To watch this one, you will need to go directly to This Week in the Boardroom. In our second of […]
TK Kerstetter, Chairman, NYSE Governance Services – Corporate Board Member interviews Scott Cutler, EVP, of NYSE Euronext. (more…)