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.
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.
Part 4 28th Annual SRI Conference in San Diego. Search #AllinForImpact on Twitter to see more posts. See Parts 1, 2, and 3. Yes, I know, this conference was held months ago but I’m still digesting… maybe until the next one. I could spend a productive year just exploring links to the work of the speakers. Mark your calendar for November 1-3, 2018. The SRI Conference returns to the Broadmoor in Colorado Springs. Get on the mailing list. Continue Reading →
Representatives of hundreds of investors with trillions of dollars in assets delivered a letter to the SEC on November 9, 2017, An Investor response to U.S. Chamber’s Proposal to Revise SEC Rule 14a-8 (report).
We noted with interest the November 1, 2017, guidance contained in Staff Legal Bulletin No. 14I. While we are reserving judgment about how the guidance may apply in practice, we are particularly pleased by Director Hinman’s accompanying statement that the guidance is not intended to “make things easier or harder for one side or the other, . . . [but] to improve the process.” We strongly support that goal and plan to actively monitor the SEC staff no-action process during the upcoming proxy season to determine whether the goal was achieved.
Water risks and and an Internet program from iiWisdom are the subjects of my last notes and photos from attending the Council of Institutional Investors Fall 2015 Conference in Boston. The Deep Dive on Water Risks was hosted by Ceres.
The interactive Internet program from iiWisdom looks to be very handy for finding information contained in corporate proxies. Feel free to post corrections, and additional material relevant to these two topics using the site’s comment feature. Find more posts from the conference on Corporate Governance or on Twitter by searching #CIIFall2015. Continue Reading →
Publisher’s note: I wasn’t going to publish anything today but I couldn’t resist this recent news from Sanford Lewis, Esq. and Sonia Kowai of Zevin Asset Management about a denial of a no-action letter that allows shareholders to hold mutual funds to account. Imagine what the world could look like if mainstream funds lived up to their own hype.
This is the perfect reason for Thanksgiving and is the best news I’ve heard all year. For the first time we have the possibility that mutual funds might be so embarrassed by the wide gap between what they say and what they do that they may actually start voting as their investors would wish. This is a real game changer and could be the start of something HUGE if similar proposals are filed at other fund companies and shareholders hold them accountable.
Climate change is the first issue, and is critically important, but there are other issues to address as well. Many thanks to Sanford Lewis, Sonia Kowal of Zevin Asset Management LLC,, Jackie Cook of Fund Votes, Ceres, First Affirmative Financial Network, and everyone who worked to obtain these critical new rights. Continue Reading →
Citigroup (C) and shareowner activist James McRitchie, who publishes the popular website CorpGov.net, reached an agreement this week on a proxy access proposal that would allow shareowners to place their nominees directly on the corporate proxy. Continue Reading →
This is the third in a multi-part series on the main program of the 25th annual SRI Conference on Sustainable, Responsible, Impact Investing held November 9–11, 2014 at The Broadmoor in Colorado Springs. See also Video Friday: What is Sustainable, Responsible, Impact Investing?, Violating Indigenous Peoples’ Rights Increases Industry Risks, Surveys: Nonprofit Board Members & SRI 2014 Conference Attendees, 25th Annual Conference on Sustainable, Responsible, Impact Investing, Part 1, Part 2, and Part 3. The Agenda page of the Conference site now has links to video, audio and presentation slides.
A series of strong shareholder votes have sent a clear message that natural gas companies must do much more to address fugitive methane leakage and management. Shareholder proposals asking Houston-based Spectra Energy $SE, Tulsa-based Oneok $OKE, and Fort Worth-based Range Resources $RRC to issue reports on how they are managing high-climate-change-impact methane emissions have received favorable votes from company shareholders: 35.4%, 38.2%, and 21.7% respectively. These are the first proposals directly addressing how leaking methane affects the environmental profile of natural gas, calling on companies to disclose leakage rates and mitigation strategies. Continue Reading →
Let’s just label these notes as “for entertainment purposes only.” Attending the conference was a real pleasure. Unfortunately, I was too busy catching up with people to take more than impressionistic notes at a few of the discussions. Prepare to be frightened about global climate change and our irresponsibly slow pace addressing the catastrophic consequences we are already beginning to see all around us. Save April 30 and May 1 for Ceres Conference 2014 in Boston. Continue Reading →
Yesterday, a group of investors announced a Consultation Paper with recommendations for integrating sustainability disclosure requirements into listing rules for U.S. and global stock exchanges.
The draft recommendations were developed by nearly a dozen investors who are part of the Ceres-led Investor Network on Climate Risk (INCR). BlackRock, British Columbia Investment Management Corporation, and the AFL-CIO Office of Investment are among those who participated on the INCR Listing Standards Drafting Committee. Continue Reading →
Congratulations to Ceres and for providing Corporate Governance readers another reason for attending the upcoming Ceres Conference 2013, San Francisco, May 1-2. See my coverage of their 2009 conference.
According to Global Journal: Continue Reading →
This guest post by Mindy S. Lubber originally appeared in Pensions & Investments on Jun 25, 2012. Continue Reading →
In response to increasing corporate exposure to global water supply threats and investment community interest in water-related issues, Ceres has released a new report and tool that investors and companies can use as a roadmap to enhanced water risk Continue Reading →
My say on director pay will be on the Apple proxy (embedded links added):
6 – Shareholder Say on Director Pay
Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify the pay given members of our Board of Directors as disclosed in the proxy Continue Reading →
JinkoSolar Holding Co., Ltd. got sued on 10/11/2011. The plaintiff firm is Sianni & Straite LLP. According to a press release dated October 11, 2011, the Plaintiffs allege violations of the federal securities laws in connection with false statements released surrounding its IPO.
Based in the People’s Republic of China, the Company launched an IPO in the United States on May 13, 2010 issuing 5,835,000 ADSs to trade on Continue Reading →
Are you ready to change corporate, investor and business practices on climate change and other sustainability challenges? Do you have the strategic savvy to engage entire industries — the insurance sector, for example — to tackle the business impacts from global warming? Ceres is seeking the best and the brightest candidates.
Ceres is a national coalition of investors, public pension trustees, foundations, labor unions, and environmental, religious and public interest groups with collective assets of over $9 trillion, dedicated to advancing more sustainable business practices and corporate accountability. Ceres’ mission is to move businesses, capital, and markets to advance lasting prosperity by valuing the health of the planet and its people. They are also changing fundamentals, like how corporations are governed.
Get off your ass; create a more salubrious environment. (these words are mine)
Positions currently available include the following:
What’s the difference between the role of advisors and a board of directors for a start-up? At what point in your development should you build each group? Tips for creating an Advisory Board or Board of Directors: choosing the right people, defining objectives and expectations and compensation issues (i.e. What’s in it for them?) Common pitfalls to avoid Find out how having with the right advisors and board members can help you build your business. Moderator: Ron Close Panel: David Pasieka, Kerri Golden and Bill Wignall. (The Role of Advisory Boards and Boards of Directors, video format – 2009/10, MaRS
California state pension funds going broke, Stanford study finds (Stanford University News, 4/5/2010) “The simulation shows that the state would need to invest more than $200 billion, and possibly as much as $350 billion, today to return the fund to a minimum responsible level of funding.” CalPERS Response to Stanford Policy Brief on Public Pension Funds (4/6/2010) “The study relies on data when the system had $45 billion less in assets than it has today.” Findings are based on a mathematical model that uses current interest rates, which are very low and make liabilities appear to be much higher, in a manner inconsistent with accounting standards. Pension reform issue in race for governor (CalPensions, 4/7/2010)
Blackstone Group LP, the world’s largest private equity firm, is challenging a California Public Employees’ Retirement System proposal to prohibit money managers from dangling contingency fees in front of middlemen who help win pension fund contracts. (Calpers, Blackstone Clash Over Placement Agent ‘Jackpot’ Fees, BusinessWeek, 4/7/2010)
Unilever stopped providing earnings guidance. The initial impact of that was a 6% drop in the share price. But things have bounced right back since then. Is it time to shift from maximizing shareholder value? (IR magazine) (Time to shun short-termism, InvestorsChronicle, 4/7/2010) Executives lack the incentive to begin investments that they will not be around to see through, and decisions made to boost short-term profits can undermine relationships built up over many years.
The Center for Political Accountability (CPA) and the Council of Institutional Investors jointly sent letters to 427 of the companies in the S&P 500 stock index, asking them to disclose all their political contributions. As of early March, 46 resolutions on corporate political spending had been filed for 2010, versus 48 for all of last year, according to proxy advisory firm RiskMetrics Group Inc. (Shareholder groups seek to limit corporate contributions, Christian Science Monitor, 4/5/2010)
“The lawmen and bandits who fought it out at the infamous O.K. Corral in 1881 had no idea how the showdown would play out – and neither will you if your company becomes an activist’s target. But that doesn’t mean you can’t be prepared. Maureen Wolff-Reid offers four steps, including Stay Out of the Crosshairs, Keep Your Friends Close . . . , . . . And Your Adversaries Even Closer, Be Quick on the Draw. (Winning the Gunfight at the Proxy Corral – Four Steps to Prepare for Shareholder Activism, Sharon Merrill Associates, 4/7/2010)
“Within a week of Sen. Christopher Dodd (D-Conn.) unveiling his 2,200-page finance reform legislation, more than 750,000 articles had been published about it, pushing, prodding, and analyzing its provisions.” Stephen Davis and Jon Lukomnik advise against squandering time on crystal-ball-gazing, since “the most interesting part of the Dodd bill’s governance provisions is how much of them fall into step with trends already well under way.” (A Closer Look at Dodd Bill’s Governance Provisions, Compliance Week, 4/6/2010; see also NACD Washington Update: More Efforts to Federalize Governance, Directorship, 4/7/2010)
Ceres has released the 21st Century Corporation: The Ceres Roadmap to Sustainability as a vision and practical roadmap for integrating sustainability into the DNA of business—from the boardroom to the copy room. It analyzes the drivers, risks and opportunities involved in making the shift to sustainability, and details strategies and results from companies who are taking on these challenges. This Roadmap is designed to provide a comprehensive platform for sustainable business strategy and for accelerating best practices and performance.
62% of top-quartile mutual funds for the 10 years through Dec. 31 suffered stints of five-year below-median performance along the way, according to investment consultant Dimeo Schneider. (Don’t give up too soon, study finds, P&I, 4/5/2010)
The SEC issued new interpretive guidance that clarify companies must weigh the impact of climate-change laws and regulations when assessing what information to disclose to investors in terms of climate-related ‘material’ effects on business operations, whether from new emissions management policies, the physical impacts of changing weather or business opportunities associated with the growing clean energy economy.
In the 3-to-2 vote, the commission said companies in the U.S. should also consider international accords, indirect effects such as lower demand for goods that produce greenhouse gases, and physical impacts such as the potential for increased insurance claims in coastal regions as a result of rising sea levels. (SEC Sets Climate-Change Disclosure Standards for Companies, BusinessWeek, 1/27/2010)
More than a dozen investors managing over $1 trillion in assets, plus Ceres and the Environmental Defense Fund, requested formal guidance in a petition filed with the Commission in 2007, and supported by supplemental petitions filed in 2008 and 2009.
“We’re glad the SEC is stepping up to the plate to protect investors,” said Anne Stausboll, chief executive officer of the California Public Employees Retirement System (CalPERS), the nation’s largest public pension fund with more than $205 billion in assets under management. “Ensuring that investors are getting timely, material information on climate-related impacts, including regulatory and physical impacts, is absolutely essential. Investors have a fundamental right to know which companies are well positioned for the future and which are not.”
“Today’s vote is a clarion call about the vast risks and opportunities climate change poses for US companies and the urgency for integrating them into investment decision making,” said Mindy Lubber, president of Ceres and director of the Investor Network on Climate Risk, a network of 80 institutional investors with $8 trillion in collective assets.
Last June, Ceres, EDF and The Corporate Library issued a report showing that S&P 500 companies – including those with the most at stake in responding to the risks and opportunities from climate change – are providing scant climate-related information to investors. The study was based on an analysis of 10-K and 20-F filings by 100 global companies in 2008. (SEC Issues Ground-Breaking Guidance Requiring Corporate Disclosure of Material Climate Change Risks and Opportunities, Ceres, 1/27/2010)
Social Investment Forum CEO Lisa Woll said: “This is perhaps the biggest development so far in the long-term campaign to promote wider sustainability reporting. We welcome today’s SEC action as a critical step in the direction of fuller environmental, social and governance (ESG) or sustainability disclosure. Today, we renew our call for mandatory corporate ESG or sustainability reporting.
Investors’ efforts to incorporate ESG information into investment decisions have been hindered by a lack of comprehensive, comparable data. Because sustainability reporting among corporate issuers is largely still voluntary, it is far from universal, and often inconsistent and incomplete.
That is why we are asking the SEC to require issuers to report annually on a comprehensive, uniform set of sustainability indicators comprised of both universally applicable and industry-specific components and suggest that the SEC define this as the highest level of the current version of the Global Reporting Initiative (GRI) reporting guidelines.” (Social Investment Forum: SEC Climate Action “Important First Step” Toward Broader Sustainability Reporting For Investors, SIF, 1/27/2010)
Commissioner Aguilar encouraged the SEC’s Investor Advisory Committee to review climate and other ESG risks to see if other disclosure requirements were needed.
I hadn’t been to a Ceres conference in far too long. This national network of investors, companies, environmental organizations and other public interest groups working to address sustainability challenges such as global climate change is celebrating its 20th anniversary. While most continue using a model of unsustainable growth, Ceres members push forward. Just a few of many accomplishments: Continue Reading →