Tag Archives | council of institutional investors

Gadfly Importance Key - McRitchie

Gadfly Importance Key to Democratic CorpGov

Gadfly importance to democratic corporate governance is often underrated. We are currently under attack by the Business Roundtable (BRT) and others seeking to substantially raise the ownership threshold for submitting and resubmitting proposals. BRT, for example, contends proposals from small shareholder divert “significant time and resources to issues that, at best, have an attenuated connection to the […]

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Dual-Class Enablers

Dual-Class Enablers: Vote Against Directors

Dual-Class Enablers – CII brings them from shadows to sunlight. Get out your disinfectant (your proxies) and vote against these directors both at dual-class companies (where your vote has little impact) AND at other companies where dual-class enablers also occupy board seats, for now. Print out the list today and use it when voting your […]

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

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. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)

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listing standards valuation-dual-class-firms

Listing Standards Requested by CII

Listing standards change sought by the Council of Institutional Investors (CII). CII filed petitions with the New York Stock Exchange (NYSE) and the NASDAQ, asking both to limit listings of companies with dual-class share structures. They have taken the right approach to address a growing problem. I hope it ends a worldwide race to the […]

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Protect the Voice of Shareholders

Protect the Voice of Shareholders

Protect the Voice of Shareholders is the name of a new website created by Institutional Shareholders Services (ISS) and the Council of Institutional Investors (CII). The educational website supports the current system, where institutional investors pay for and receive independent research and voting recommendations from proxy advisory firms for the public corporations in which they are owners. […]

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Financial Reporting - Trump Twet

Financial Reporting Not Same as Guidance

In a tweet this morning, President Trump said he had asked the Securities and Exchange Commission (SEC) to study changing required financial reporting for public companies from a quarterly system to reporting every six months. The Council of Institutional Investors (CII) believes that public companies should continue to report quarterly on their financial performance. Said […]

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valuation of dual-class firms

Dual-Class Should Sunset Says Rob Jackson

US stock exchanges should require sunset provisions for dual-class shares, SEC commissioner Rob Jackson said in his first speech since taking office last month.  In the speech at UC Berkeley School of Law, he likened dual-class shares that do not sunset to “corporate royalty” and said such structures were “antithetical to our values as Americans.” […]

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AES logo

AES “Games” SEC: CII Seeks Correction

CII sent an important letter to the SEC on a recent no-action issued to the AES Corporation (AES) (not yet posted). A similar no-action had been granted in 2016 to Illumina (ILMN) on a proposal I (James McRitchie) had submitted. ISS referenced both. From the facts regarding AES, it appears John Chevedden submitted a proposal […]

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HR 4015

Maxine Waters Opposes HR 4015 Proxy Advisors

HR 4015 Statement of Opposition HR 4015 was opposed yesterday by Congresswoman Maxine Waters (D-CA), Ranking Member of the Committee on Financial Services. She gave the following floor statement in opposition to HR 4015, a bill that would undermine sound corporate governance: Mr. Speaker, HR 4015, the so-called Corporate Governance Reform and Transparency Act, would […]

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VIE Shell Game

CII Highlights Chinese VIE Corporate Structure Risk

A new report from the Council of Institutional Investors (CII) underlines the risks posed to investors by a corporate structure called a variable interest entity (VIE). Sixty two percent of Chinese companies listed on U.S. stock exchanges use a VIE, including internet giants Sina, Baidu, Alibaba and JD.com. U.S. exchanges are experiencing a surge of […]

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Richard Bookstaber

CII: Richard Bookstaber – Dynamic Risk Models

Richard Bookstaber: Human Complexity and the Financial Markets Richard Bookstaber discusses value at risk modeling — easily the most illuminating talk at #CIIFall2017. It was certainly statistics aimed at the layperson. However, in listening to him, I was glad I completed by PhD comprehensive in statistics 35 years ago.  I scribbled a few notes. Although I can’t […]

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CII - Public Companies Endangered

CII: Public Companies Endangered Species?

Public Companies Endangered Species: CII Panel Are public companies an endangered species? If so, why? How can we solve that problem? At last week’s Council of Institutional Investors (CII) Fall Conference there as an informative panel discussion entitled Public Companies: An Endangered Species? Panelists were David Brown, Michael Mauboussin, and Robert McCooey moderated by the always erudite and entertaining Frank Partnoy, one of the […]

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ESG

Report from CII Winter Meeting: ESG

Even in Washington, the numbers are impressive. The Council of Institutional Investors, who met in Washington DC this week, represents 23 trillion (with a t) dollars, mostly made up of retirement and other savings of working families. Compare that to the entire budget of the US government, less than two trillion a year. Like most […]

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Walt Disney Company

Walt Disney Company: Proxy Score 25

The Walt Disney Company (NYSE:DIS), together with its subsidiaries, operates as an entertainment company worldwide. The Walt Disney Company is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of three fund families when I checked and voted. Their annual meeting is coming up on March 8, 2017. I voted FOR Proxy Access Amendments. See […]

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Directors Forum 2017 - Shareholder Hot Topics

Directors Forum 2017 & Trump – Part 1

Directors Forum 2017 in San Diego was billed as Directors, Management, & Shareholders in Dialogue. Sure, all well and good, but I went there also hoping to learn more about President Donald J. Trump. He is the subject of a huge portion of tweets, Facebook posts and much of the news, so I expected Trump to also […]

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Pension Fund Trustee Training

Pension Fund Trustee Training Offered

CII, in partnership with CFA Institute, offers Pension Fund Trustee Training on Feb. 27, 2017, 9 AM to 3 PM at the Mandarin Oriental Hotel, Washington, D.C. Two pension fund trustee training courses covering fundamentals and advanced topics in trustee service (Registration) (more…)

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Whole Foods Proxy Access - Give Us the Key

Vote Real Proxy Access at Whole Foods

Today is your last chance to vote for real proxy access at Whole Foods Market Inc. (WFM, $WFM), unless you plan to attend the meeting in San Francisco tomorrow. The annual shareholder’s meeting will be held at the Fairmont Hotel, 950 Mason Street, San Francisco, California 94108 and will begin at 8 a.m. See Pension funds line up […]

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Apple Shareholders Rejected Real Proxy Access

Apple Shareholders Rejected Real Proxy Access

Apple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.” Maybe they wanted to support Apple’s management while the company is under attack from the FBI.   ISS recommended a […]

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Proxy Access at Apple

Proxy Access at Apple: Last Day to Vote

Proxy Access at Apple (AAPL) will be one of the most important votes of the proxy season. Will shareholders settle for the board’s recently adopted “lite” version, akin to greenwashing, or will shareholders vote in favor of real proxy access? Boards, investors, and the corporate governance industrial complex are watching in anticipation.  Your opportunity to vote […]

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Apple Adopts Proxy Access

Apple Adopts Proxy Access Lite

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. […]

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Water Risks

Deep Dive on Water Risks & iiWisdom

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 […]

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Hedge Funds Policing Wall Street

Activist Hedge Funds Policing Wall Street

This is one of a many part series from the Council of Institutional Investors Fall 2015 Conference in Boston. This part of the program dealt with hedge funds and policing Wall Street. Sorry for the delay in posting but other tasks keep intervening. Keep in mind, I generally am not quoting speakers. Instead, I’m providing my […]

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Ronald O’Hanley - Investing for the Long-Term

Investing for the Long-Term: #CIIFall2015

This was an interesting session from the Council of Institutional Investors Fall 2015 Conference in Boston. Please feel free to post corrections, counterpoints and additional relevant material on topic of Investing for the Long-Term, using the site’s comment feature. Find more posts from the conference on this site or Twitter by searching #CIIFall2015. Investing for the Long-Term Mark […]

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Chris Hitchen

Challenges of Pension Fund Chiefs: #CIIFall2015

This session was a transition between #ICGN15 and #CIIFall2015 conferences in Boston. Deborah Goldberg, the Treasurer of Massachusetts, provided the opening remarks. She was followed by a panel discussing the priorities and challenges of pension fund chiefs. Please feel free to point out any corrections, counterpoints and additional points using the site’s comment feature. (more…)

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Well-Governed Companies

Best Practices Spread from Well-Governed Companies

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 […]

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CII - Proxy Access: Best Practices

Avoiding Proxy Access Lite: Revised Template

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 […]

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Fixing Proxy Access Lite

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 […]

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Clorox Adopts Proxy Access Lite

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 […]

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