Tag Archives | directors

Standing Voting Instructions: Reviewed

Standing Voting Instructions: Empowering the Excluded Retail Investor by Jill E Fisch just could be the most important article on corporate governance this year… if it is widely read and acted on. Download at ecgiPenn Law or SSRN. The above photo is from Small Investors Support the Boards. But Few of Them Vote, The New York Times. Unfortunately, most will not bother to read the article. What follows is both and summary of main points and my commentary. Hopefully, this post will lead to reading the research and adding your voice to those petitioning the SEC to facilitate standing voting instructions. Continue Reading →

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Equilar GDI: Board Gender Parity 2055

Equilar GDI - gender parityThe new Equilar GDI (Gender Diversity Index) found it will take nearly 40 years for Russell 3000 boards of directors to reach gender parity. If the current rate of growth remains the same, Russell 3000 boards would reach 50% male and 50% female representation in Q4 2055.

Diversity Forum

I urge readers 5/10 join CalPERS & CalSTRS at this year’s Diversity Forum, an all-day event in Sacramento. We do not have to wait for 2055 to obtain gender parity. Join us to learn strategies that should move us forward at a substantially quicker pace. MoDiversity Forum 2017re information:

Equilar GDI: Research

The Equilar GDI is an index that measures 50% representation of both males and females on Russell 3000 boards as “1.” As of December 31, 2016, Russell 3000 boards were at 0.30 on the index, nearly one-third of the way toward parity. The data reflects that 15.1% of board seats at Russell 3000 companies were occupied by women as of year end. This represented an increase from 13.9% at the same point in 2015, which was up from 13.2% in 2014.  Continue Reading →

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Park and Dibadj Consultancy

Douglas Park of Park and Dibadj Consultancy

Douglas Park

Douglas Park and Reza Dibadj have launched their boutique business and legal consultancy, Park and Dibadj (P&D)—a unique firm that addresses unmet needs in corporate strategy and governance. We bring decades of successful experience as both lawyers and strategists in extraordinarily challenging environments.

We believe that a siloed approach—law on the one hand, business on the other—cannot adequately address the most pressing problems of corporate governance and strategy. As such, we develop business strategies and also implement transactional structures and substantive legal arguments.

Reza Dibadj of Park and Dibadj Consultancy

Reza Dibadj

Our experience practicing, consulting, and teaching both business law and strategy allows us to address two critical issues that companies face: corporate development and mitigating legal, operational, and financial risks to organizations and their directors and officers.

Corporate Development

With respect to corporate development, Park & Dibadj:

  • Collaborate with domestic and international business entities that seek financing strategies that do not require securities registration.
  • Advise on mergers & acquisitions, including identifying targets, contractual structures, appraisal rights, and due diligence to maximize the chances of a successful deal.

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3D Moves to Equilar – Diversity Benefits

3D Joins Equilar Diversity Network

3D Joins Equilar Diversity Network

3D Moves to Equilar. The California State Teachers’ Retirement System (CalSTRS) and the California Public Employees’ Retirement System (CalPERS) today announced the Diverse Director DataSource (3D) will now be available through the Equilar Diversity Network.

The new partnership marks an exciting milestone for the 3D, a database the two pension funds jointly developed in 2011. 3D was designed to make it easy for companies to find untapped talent to serve as directors on corporate boards. 3D joins the suite of searchable sources on Equilar, further simplifying companies’ and candidates’ ability to build and be a part of diverse corporate boards. MSCI ESG Research previously hosted the database.

Launching 3D on Equilar’s Diversity Network showcases the depth and availability of qualified, diverse directors. The Diversity Network is designed to connect candidates from various diversity organizations with boards. Continue Reading →

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The Handbook of Board Governance

The Handbook of Board Governance

When I agreed to contribute a chapter to Richard Leblanc’s book, I knew he was an excellent speaker, blogger and teacher. I also suspected he was a good promoter. How else could he attract over 23,000 members to his Linkedin group, Boards & Advisors? But, I never dreamed I’d see The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members make the lights of New York’s Times Square across from the Hard Rock Cafe. Now I’m half expecting to see Leblanc on the late night TV circuit, like a candidate for public office reaching out to voters.
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Directors Forum 2016: Directors, Management & Shareholders in Dialogue

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016 is a ‘must’ in an increasingly complex and volatile environment with expanding investor and stakeholder activism, geo-political unrest and 24/7 political campaigning, boards and management facing unprecedented demands. “Directors Forum 2016: Directors, Management & Shareholders in Dialogue,” hosted by Corporate Directors Forum on January 24-26, 2016, provides a forum for three constituencies who seldom share the stage – directors, shareholders and management (and regulators) – to express their divergent and sometimes contentious perspectives on these and other issues. Get the special corpgov.net discount when you Register. Use promo code: discount16. Continue Reading →

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Small Gains by Women in California Companies

Women in California Companies: 1 woman for every 7 men in top leadership at California's largest firmsWomen in California companies continue to make slight progress. More of California’s largest 400 public companies public companies than ever have women chief executive officers (CEOs), and fewer have no women in their C-suites and boardrooms. However, the annual University of California, Davis, study shows women still hold just one in eight of the senior executive and director positions in corporate California.

Overall, women hold 12.3% of the highest-paid executive positions and board seats in the state’s 400 largest public companies — a scant 0.75% point increase over last year, according to the UC Davis Study of California Women Business Leaders.

At that rate it will take fifty years for women in California companies to reach parity. I’ll be long dead. In the meantime, I’ll continue investing a disproportionate of my portfolio in companies with women at the top, betting such companies have better corporate governance and will outperform my other investments. Continue Reading →

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Avoiding Proxy Access Lite: Revised Template

CII - Proxy Access: Best PracticesLast 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 the new language below if you want to keep up with my latest revised template. Of course, I always welcome additional suggestions for improvement from readers either through the comment function below or by email. I hope to see many of you at the ICGN/CII conference in Boston today. Continue Reading →

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Video Friday: Replacing Board Members

Replacing Board Members - Elephant In The RoomAs I reported in Replacing Board Members: The Elephant in the RoomSVDX 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 Thursdays.

If the video does not come up after several seconds, try reloading the page.

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Sharfman Pans Proxy Access Proposals by Public Pensions

Bernard S. Sharfman

Bernard S. Sharfman

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, apparently doesn’t allow comments. Don’t “free markets” and “real solutions” benefit from the free exchange of ideas? Since Sharfman has contributed to the CorpGov.net blog with more serious scholarship, I feel a greater obligation to point out his fallacies. Perhaps, with some dialogue, we will come closer to agreement. I would welcome his comments, as well as those from other readers. Continue Reading →

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Proxy Access Lite: Victories at Whole Foods, H&R Block

Proxy Access Road Building (photo by Erik Johansson)

Proxy Access Road Building (photo by Erik Johansson)

In response to proxy access proposals filed this year, both Whole Foods Market (WFM) and H&R Block (HRB) have adopted proxy access. While I had filed standard proposals seeking the ability of shareholders with 3% of shares held for 3 years to be able to nominate up to 25% of the board, both companies adopted bylaws allowing nominations only up to 20% and limiting nominating groups to 20, whereas my proposals had no such restrictions on the number of participants in nominating groups. Continue Reading →

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Proto Labs: Proxy Score 100

proto labsProto Labs Inc (NYSE:PRLB), one of the stocks in my portfolio, is an online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Their annual meeting is coming up on 5/20/2015. ProxyDemocracy.org had the votes of one fund when I checked and voted on 5/11/2015. I voted with management 100% of the time and assigned Proto Labs a proxy score of 100.

View Proxy Statement (It would have been nice to have links to index and headings). Read Warnings below. What follows are my recommendations on how to vote the Proto Labs 2015 proxy to enhance corporate governance and long-term value. Continue Reading →

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United-Guardian: Proxy Score 22

United-GuardianUnited-Guardian Inc. (UG:NASDAQ) is one of the stocks in my portfolio. The Company researches, develops, manufactures, and markets cosmetic ingredients, personal care products, pharmaceuticals, medical lubricants, health care products, and specialty industrial products in the United States, Canada, China, the United Kingdom, France, and internationally. Their annual meeting is coming up on 5/19/2015. ProxyDemocracy.org doesn’t track United-Guardian. Therefore, this analysis will be brief, since I am without my usual assessment research tools. I voted with management 22% of the time and assigned United-Guardian a proxy score of 22.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the United-Guardian 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Where are Women? Challenging Boardroom Homogeneity

Challenging Boardroom HomogeneityChallenging 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 GovernanceStanford 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 Continue Reading →

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Shareholder Activism Redux: The Good, Bad and Ugly

Shareholder ActivismIt’s impossible to read a newspaper, magazine or blog, or watch the news without hearing about shareholder activism.  It’s an industry unto itself with activist funds, attorneys who represent activists, activist defense lawyers, activist-focused investment bankers, activist conferences, activist newsletters, activist databases, and, of course, there are Messrs. Bebchuk and Lipton.

As a former institutional investor turned corporate governance author/advisor, I regularly get calls from media, and am cornered after speaking engagements to talk about activists.  It’s arguable that no topic in recent memory has been discussed by so many in the presence of so few facts.  It’s eerily reminiscent of when cloud computing first overtook the technology vernacular.  You know, when 8 out of 10 people who were earnestly discussing moving to the cloud, cloud infrastructure and so forth, had no idea what the “cloud” actually was. Continue Reading →

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Tractor Supply Company (TSCO): Proxy Score 100

Tractor SupplyTractor Supply Company (TSCO) is one of the stocks in my portfolio. They offer a comprehensive selection of merchandise, which include equine, livestock, pet and small animal products; hardware, truck, towing and tool products; seasonal products, including lawn and garden items, power equipment, gifts and toys; maintenance products for agricultural and rural use, and work/recreational clothing and footwear. Their annual meeting is coming up on 5/5/2015. ProxyDemocracy.org had the votes of three funds when I checked and voted on 4/27/2015. I voted with management 100% of the time and assigned Tractor Supply a proxy score of 100.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Tractor Supply Company 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Change the System

Chelsea Clinton says Change the System

Chelsea Clinton says Change the System

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!”

Chelsea emphatically cut in to raucous applause: “No, we need to change the system.”

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Johnson & Johnson (JNJ): Proxy Score 44

Johnson & JohnsonJohnson & Johnson (JNJ), which researches, develops, manufactures, and sells various products in the health care field worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2015. ProxyDemocracy.org had the vote of three funds when I checked and voted on 4/17/2015.  I voted with management 44% of the time and assigned Johnson & Johnson a proxy score of 44.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Johnson & Johnson 2015 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Lost in Translation: Directors & Cyber-Risks

Cyber-Risk

Cyber-Risk

Cyber-Risk Forum as Advertised by SVDX

Directors aren’t chief technology officers (CTOs): What is the “right” level of inquiry and diligence when it comes to cyber-threats? Where will boards be held responsible for cyber-failures, and what can they do to protect their shareholders and themselves from frivolous suits? What did the Target board fail to do that the Wyndham board did so well? The panel includes active public company board members, a corporate governance expert steeped in the ethos of Silicon Valley and a renowned cyber-liability insurance expert. The program will be both practical and interactive. Continue Reading →

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Groupthink in the Boardroom Context

GroupThink

GroupThink

Corporate boards are entrusted to make sound and informed business decisions on behalf of shareholders and to take their best interest into consideration. Decisions made at the board level are of strategic significance that may perhaps completely transform the future path of corporations. Examples of major strategic decisions include mergers and acquisitions, entering new markets, launching new product lines, selling off company assets, etc.

An effective board deliberation routine signals to the shareholders that the company directors are carrying out their duties diligently. In the absence of a proper board deliberation mechanism and a healthy and constructive exchange of diverse views across the table, the company and its shareholders could inevitably suffer the unfortunate consequence of losing out on great business opportunities, or being exposed to high levels of risk, or enduring financial difficulties, and ultimately risk losing shareholder value. Continue Reading →

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Last Day for Early Registration: Directors Forum 2015, San Diego

Directors ForumSign up today for the 10th anniversary, Directors Forum: Directors, Management & Shareholders in Dialogue, which brings together a unique blend of institutional investors, directors, management, regulators, consultants and contractors in an intimate setting designed for genuine access and interaction between speakers and attendees. January 25 – 27, 2015 in beautiful San Diego.

I attend several events each year that attempt to bring members of the corporate governance industrial complex together. This is definitely one of the best. I hope to see you there to discuss some of the most important issues in corporate governance.
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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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Hain Celestial Group: Proxy Vote Score 14

Hain CelestialThe Hain Celestial Group, Inc. (NASD:HAIN), which manufactures, markets, distributes, and sells organic and natural products, is one of the stocks in my portfolio. Their annual meeting is coming up on 11/20/2014. ProxyDemocracy.org had collected the votes of two funds when I checked on 11/18/2014. Sorry for the late post. Today is the last day to vote online. I voted with management 14% of the time and assigned them a proxy score of 14.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the HAIN 2014 proxy in order to enhance corporate governance and long-term value.

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Cisco Systems – Proxy Vote Score 37

Cisco SystemsCisco Systems, Inc. (NASD:CSCO), which designs, manufactures, and sells Internet Protocol (IP) based networking products and services related to the communications and information technology industry worldwide, is one of the stocks in my portfolio. Their annual meeting is coming up on 11/20/2014. ProxyDemocracy.org had collected the votes of four funds when I checked on 11/18/2014. Sorry for the late post. Today is the last day to vote online. I voted with management 37% of the time and assigned them a proxy score of 37.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Cisco Systems 2014 proxy in order to enhance corporate governance and long-term value.

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