Tag Archives | directors

CII Issues “Best-in-Class” Board Evaluation Disclosure

Board EvaluationThis recently released CII report highlights two suggested alternative approaches to company disclosure of the board evaluation process. The suggestions are based on CII’s informal survey of its members for “best-in-class” disclosure from 2013 and 2014 proxy statements. CII acknowledges that most companies have a board self-evaluation process and disclose that fact in their proxy statements, but indicates that investors are seeking more robust disclosure.

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Women on Corporate Boards: Global Trends for Promoting Diversity

WomenOnBoardsWe 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 report, Women in Business: From Classroom to Boardroom, finds more leaders warming to a quota system, with 45% of international business leaders supporting quotas — up from 37% just a year ago.

Below is a brief summary of some of the most recent developments concerning women on boards. Continue Reading →

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Outsourcing the Board Isn’t Warranted or Remedial

outsourcing the board

Outsourcing the Board?

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 Providers – that companies would retain to supply them with a “full complement of board members.” The article claims that, despite some reforms over the past decade, boards are (still) fundamentally flawed. Specifically, here is how the article characterizes boards: Continue Reading →

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Video Friday: Richard LeBlanc on How to Create Effective Boards

Dr. Richard LeBlanc

Richard LeBlanc

Dr. Richard LeBlanc, author of Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governancediscusses how to create effective boards.

In light of corporate malfeasance in recent years, the governance of corporations has been receiving great attention from regulators, researchers, shareholders, and directors themselves. Based on Richard Leblanc’s in-depth five-year study of 39 boards of directors of both for- and not-for-profit organizations, Building a Better Board goes behind the scenes to reveal the inner workings of boards of directors, including how they make decisions. Continue Reading →

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Video Friday: Lucy Marcus on Robot Directors

Lucy P. Marcus

Lucy P. Marcus

A Hong-Kong based venture capital fund has appointed artificial intelligence to its board of directors. Robot directors? Friday’s video is a fun response to this publicity stunt from governance expert Lucy Marcus.

Aging Analytics has announced in a press release that the new algorithm they have licensed to a Hong Kong venture capital firm has been appointed to that firm’s board of directors. Continue Reading →

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CalPERS Announces Board Candidates

CalPERSbldgThe California Public Employees’ Retirement System (CalPERS) is conducting two elections this fall for the State and public agency representative seats on the CalPERS Board of Administration. Current terms for both positions end in January 2015. The election for the school board member representative seat will not be conducted because the incumbent, Rob Feckner, was unopposed. George Diehr, Ph.D., the incumbent in the State member position announced he would not seek reelection.

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Amazon.com (AMZN): Proxy Voting Recommendations

AMZNAmazon.com (AMZN), is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 5/15/2014.  I voted with management % of the time.  View Proxy Statement. All that talent at AMZN and they didn’t even bother to provide a linked table of contents. Read Warnings below. Here’s how I voted my proxy at Amazon. Continue Reading →

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Talk is Cheap: The Board's Role in an Ethical Culture

SVDXAs 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 be explored, that still hold management responsible for operational execution and performance. Continue Reading →

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Many Boards Moving Ahead on Environmental and Social Issues

IRRCiCorporate 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  likely to have board oversight of sustainability issues. But, the retail sector lags despite criticism for recycling and labor and human rights practices.  Continue Reading →

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Kellogg Company (K): How I Voted – Proxy Score 78

kelloggKellogg Company $K, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/25/2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 4/21/2014.  I voted with management 78% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Citigroup Inc (C): How I Voted – Proxy Score 33

citigroupCitigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014.  I voted with management 33% of the time.  View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →

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Bio-Rad Laboratories (BIO): How I Voted – Proxy Score 20

Bio-RadBio-Rad Laboratories, $BIO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 4/14/2014.  I voted with management 20% of the time.  View Proxy Statement. It is hard to believe but BIO not only doesn’t include a linked index, they don’t include an index or table of contents at all. Why make review ing the proxy so difficult? Continue Reading →

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Take Action: Quick Bites on Corporate Governance – Tell Me More

RalphNaderThe BBC reports Activist Ralph Nader wants you to get paid. Apparently, our Take Action: Join Nader’s Penny Brigade didn’t take hold.

BBC CAPITAL: This year, you’ve taken steps to get the Penny Brigade idea off the ground. You want 15 to 20 advocates for good company behaviour to provide setting-up costs for a watchdog foundation, right? You have personally pledged 1% of your net worth, or roughly $50,000, in each of the next three years. What are your next steps? Continue Reading →

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Guest Post: Meet… James McRitchie, CorpGov.Net

MikeTyrrell at Work

Mike Tyrrell

James McRitchie

James McRitchie

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.  Continue Reading →

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Directors&Boards: Digital Advisors & Knowledge Capture

Directors&BoardsDirectors&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 two topics that need more attention. Continue Reading →

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Review: Getting Women on to Corporate Boards

GettingWomenontoCorporateBoardsThis 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 minimum share of either gender of 40% on boards of publicly listed companies, about 1500 corporations as of January 2008.

Norway took a radical approach. The penalty for not meeting the quota was dissolution. No company took that chance. By any reasonable measure, the Norwegian law is a success. Has Norway’s example started a “wave effect” of momentum around the world? I think so, although Norway had a head start over most countries because they already had a strong base of human rights. Continue Reading →

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Directors Forum 2014: Afternoon Sessions

RotundaBelow are notes I took during the afternoon sessions at the Corporate Directors Forum 2014, held on the beautiful campus of the University of San Diego, January 26-28, 2014. This year, I was only able to attend on January 27th. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion.

If you are a director or candidate, investor, senior corporate officer, board or management advisor, academic, or are in some way part of the corporate governance industrial complex or want to be, I hope to see you there January 25-27, 2015. If you attended the Forum this year and have ideas for articles you would like to see or to write for CorpGov.net, please email me your ideas or drafts. Part 1. Continue Reading →

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Video Friday: Margaret Blair – Making The Hard Call: The Unheralded Role of Corporate Boards of Directors

MargaretBlairThe 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 private sector governance arrangements in contract enforcement, the legal concept of corporate “personhood,” the historical treatment of corporations by the Supreme Court, and the problem of excessive leverage in financial markets.

Webcast sponsored by the Irving K. Barber Learning Centre and hosted by the Faculty of Law at the University of British Columbia. It has become part of the accepted corporate governance wisdom in the U.S., as well as in numerous other countries, that boards of directors of publicly-traded corporations Continue Reading →

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Technology at the Top, the Changes Made in the Boardroom

Amanda-Biggs

Amanda Biggs

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 “must have” for many directors worldwide. Indeed, research and development led to “board portals” which are adapted to the boardrooms’ needs and have become be necessary for the modern challenges that boards face concerning workflow and management. The advent of the iPad with its mobile 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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Video Friday: Vote "For" Proxy Access at Reeds Inc. (REED)

REEDGojiGinger_KombuchaMy first effort to record a video on corporate governance is about my proxy access proposal, now being voted on at Reeds Inc. (REED).  The video below explains Reeds’ great potential and why I submitted a 2013 shareholder proposal to allow shareholders proxy access for up to two director nominees.

Did you know 40% of our Board members own NO stock in our company or that directors are expected to show up for 10 Board meetings a year (plus various committee meetings) but are paid as little as $750 for their service? For that kind of work, with such little financial reward, what is their motive? Are they really Continue Reading →

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