Tag Archives | California

Second Annual Board Governance Research Report

The second annual Board Governance Research report on Women on Boards of Companies Headquartered in California examines the current state of board gender diversity. California made history in 2018 by becoming the first state in the U.S. to require that public companies headquartered in the state have women on their boards. Last year’s report was cited in the text of SB 826, the new law requiring women on boards of companies headquartered in California and has elevated the conversation regarding gender diversity on corporate boards across the country. Continue Reading →

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Gender Quotas in California Boardrooms May Pave Way for Diversity

By August 31, 2018, California could become the first state in the nation with gender quotas to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors by December 31, 2019. That minimum will be raised to at least two female board members for companies with five directors or at least three female board members for companies with six or more directors by December 31, 2021. Continue Reading →

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California Women Business Leaders: Discrimination Continues

stop discrimination nowUCD Study California Women Business LeadersThe rewards of corporate leadership accrue faster for men. Not only do women hold just one in nine of the executive and board positions in California’s top 400 public companies, an annual University of California, Davis, study shows that that the women in top executive roles are not being promoted to the highest levels, and earn less than their male counterparts.

Overall, women hold 11.5 percent of the highest-paid executive positions and board seats in the state’s 400 largest public companies — a 0.6 percent increase over last year, according to the UC Davis Study of California Women Business Leaders. The UC Davis Graduate School of Management has found an essentially flat trend line during the decade it has tracked the representation of women in these key decision-making roles. Together, the 400 companies represent more than $4.5 trillion in stock market value, up more than 30 percent over last year. Continue Reading →

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Investing in Women & Inalienable Rights: Part II

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 hope for?

More Evidence Women Leaders Make Difference

And there is this from a recent article in The Economist (Vive la différence!, 12/7/2013): Men&WomenBrainWiring

MEN and women do not think in the same ways. Few would disagree with that. And science has quantified some of those differences. Men, it is pretty well established, have better motor and spatial abilities than women, and more monomaniacal patterns of thought. Women have better memories, are more socially adept, and are better at dealing with several things at once. There is a lot of overlap, obviously. But on average these observations are true…

the cross-talk between them in women, suggested by the wiring diagrams, helps explain their better memories, social adeptness and ability to multitask, all of which benefit from the hemispheres collaborating. In men, by contrast, within-hemisphere links let them focus on things that do not need complex inputs from both hemispheres. Continue Reading →

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Investing in Women & Inalienable Rights: Part I

UCDstudyCAWomenBusinessLeadersSince 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 Women Business Leaders: A Census of Women Directors and Executive Officers. The study found the average Top 25 firms (which have 25+% women at upper levels) makes three times as much revenue and almost 50% more net income than the average company in the study (which has 10.9% women).

After reading the study, I took the plunge, investing in seven of the top 25 California companies with the highest percentage of women leaders. Hopefully, investing in women will reap additional rewards and will help me carry on with my efforts to make corporate governance more democratic. Women obviously bring a different perspective that pays financial dividends. Will women in positions of power also result in a more salubrious environment, recognition of human rights and a more equitable distribution of wealth?

I invested in the following: Annie’s (BNNY), Medivation (MDVN), Genomic Health (GHDX), Bio-Rad Laboratories (BIO), NETGEAR (NTGR), Symantec (SYMC), and Visa (V). I’ve been trying to invest in Yahoo! (YHOO) and SciClone Pharmaceuticals (SCLN) but haven’t been successful at the prices I’ve bid. I already had investments in Walt Disney (DIS). See all my investments under Disclosures. Continue Reading →

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Robert Monks: Obtaining Proxy Vote Information on 401(k) Plans Often Difficult

Robert Monks has just begun a series of articles at CSRwire on his most recent book, Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream (my review). Part one of the CSRwire is A Simple Solution to Runaway Corporate Power. See also, Robert A.G. Monks, Crusading Against Corporate Excess, NYTimes, July 6th. His main message is simple, “Corporations must have involved owners and ownership is both a right and a responsibility.” I took his advice on my own 401(k) plan and got an eye-opener.  Continue Reading →

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Boys' Club Still in Charge of California Businesses

Photo of Amanda Kimball

Amanda Kimball

The 400 largest companies headquartered in California, representing almost $3 trillion in shareholder value, still resemble a “boys’ club” with women filling fewer than 10 percent of top executive jobs, a University of California, Davis, study has found. Incremental gains have been pitiful, in my opinion.

The Graduate School of Management’s eighth annual UC Davis Study of California Women Business Leaders — a yearly benchmark for the Golden State’s lack of progress in promoting women business leaders — paints a dismal picture for women in leadership during fiscal year 2011-2012. Some of the best known among these top companies, or the California 400, have no women leaders. Continue Reading →

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Auto Enrollment for Retirement Savings Begins

Half of employers in the UK don’t offer a pension to their employees. Auto-enrolment, the opt-out defined-contribution system designed to fill this gap, was introduced in the UK on October 1. Top1000Funds.com interviewed Lawrence Churchill who chairs he government-funded pension fund, NEST, one of the funds on offer, during the first day of the rest of the fund’s life. (Feathering NEST, 10/10/2012) Continue Reading →

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LA Trustees Roundup 2012: Corporate Governance

As Laura Berry mentioned at the conference, this is an event to recharge your batteries. It is great to learn what others are doing. Of course, the list of things I need to do grows exponentially every time I attend one of these gatherings of mostly California public pension funds. Disclaimer, disclaimer, disclaimer: Nothing I report is a quote. Opinions expressed don’t represent the views of respective organizations and may not even represent the views of those attending the event. Provocation may be intended Continue Reading →

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Securing Fund Assets: AM Sessions

Disclaimer: These are my notes from the conference of mostly California pension funds. I’m not a very quick note taker, so I have a tendency to fill in the “gaps” with relevant material from the Internet and with my own interpretation of what where I think the speaker was going. These notes are basically a small part of a more than 15 year diary mostly written for my own future reference. Of course, I try to be accurate but this is a blog. I don’t have the fact checkers and other resources of publications like the New

Carolyn Widener

York Times. On the other hand, I’d like to think that I sometimes bring additional insights to bear on the subject… sometimes more than the average reporter… although that may be delusional on my part.

The subject of the 1st day of the LA Pension Fund Trustees Roundup 2011 conference was, Pension Fund Strategies for Securing Fund Assets. After introduction and welcoming remarks from Carolyn Widener of the LA Trustees Network, we heard from Mike Musaraca of Blue Wolf Capital.

Why We Need to Organize to Secure Fund Assets: Mike Musaraca

Musaraca reminded us of the shocking income gap between rich and poor in America, with the hollowing out of the middle class. Retirement trustees are often at the center of the debate trying to ensure retirement security and a decent standard of living for beneficiaries. A crucial component is how well trustees grow and protect our funds.

Mike Musaraca

As a result of lack of regulation and failure to enforce what regulations we did have under Bush and Greenspan, as well as preverse compensation incentives, we are now drowning in a sea of toxic assets. But 2008 was not the first crisis in recent times but was part of a pattern. Huge pools of capital have an enormous impact on capital markets and the economy. We need to ensure against future market failures.

The current drive to eliminate collective bargaining… Continue Reading →

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Are Proxy Access Bylaws Legal?

The highly respected California attorney Keith Paul Bishop seems to think it could be argued, depending on the state of incorporation (Are Proxy Access Bylaws Legal?, Corporate and Securities Law, 12/8/2011). Most need no reminder that in 2009 Delaware enacted legislation, H.B. 19, 145th Gen. Assem. (Del. 2009), to explicitly authorize proxy access bylaws.  Tit. 8, Del. Code § 112.

However, Bishop says that “California, in contrast, has enacted no such provision.  The current General Corporation Law would seem to rule out discriminatory bylaws.”  Indeed, at least two statutes mandate equality.  Section 400(b) provides:

All shares of any one class shall have the same voting, conversion and redemption rights and other rights, preferences, privileges and restrictions, unless the class is divided into series.

Further, Bishop points to Section 203, which provides:

Except as specified in the articles or in any shareholders’ agreement, no distinction shall exist between classes or series of shares or the holders thereof.

So, does that mean SEC Rule 14a-8 does not apply to corporations incorporated in California because it grants one set of shareowners (14a-8 holders) rights that differ from other shareowners? What about other SEC provisions that require disclosure of the disposition of director nominations for 5% shareowners?

Do the provisions cited by Bishop conflict with other provisions. For example, Section 211 of the California Corporations Code? That sections confers the authority to adopt, amend or repeal bylaws on the shareowners and on the board. The required vote of the shareholders is a majority of the shares entitled to vote. In addition, the articles of incorporation or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal bylaws. Only the shareholders can change a bylaw changing the number of directors or the range of directors.

Bishop previously noted:

the ability of stockholders to bypass the board of directors and directly adopt bylaw amendments will be a function of state law. Nevada, for example, permits the articles of incorporation to include a provision that grants the authority to adopt, amend or repeal bylaws exclusively to the directors. NRS 78.120(2).

(see comment at bottom of this linked post) It looks to me that shareowners in Nevada can adopt bylaws but those bylaws can be overturned by the directors.

If proxy access really doesn’t apply to California corporations, why didn’t Bishop comment on the SEC rulemaking? Perhaps I missed it, or he missed his opportunity at that time.  As I recall, there have been thirteen proxy access proposals filed so far… seven as precatory measures, six as bylaw amendments. I haven’t checked to determine if any were corporations incorporated in California.

 

 

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