Capitalisn’t, the Stigler Center podcast hosted by Bethany McLean and Luigi Zingales, recently ran an episode with Harvard Law Professor Larry Lessig titled The Case That Could End Super PACs. It is worth a listen. A pending federal appeal could change how money flows into the 2028 elections, and it has implications for those of […]
When I wrote Conversion: Fossil Free Endowments in 2013, I admitted that I had been “far too dismissive of the movement…to divest of fossil fuels,” and that divestment was “likely to be a very important part of a larger movement to ensure a salubrious planet.” At the time, my thinking was shaped by debates over […]
In his recent essay, Capitalism at Its Best: America’s Next 250 Years Starts Now, Martin Whittaker, CEO of JUST Capital, offers a thoughtful, historically grounded, and forward-looking call for stakeholder capitalism. He rightly highlights the fraying social contract at the heart of American economic life, identifies the practical aspirations of working people—security, dignity, purpose—and underscores […]
ABT Fair Treatment of Shareholder Nominees is an update of my (James McRitchie) effort in the recent proxy season to address the growth of abusive advance notice bylaws aimed at disadvantaging shareholder nominees under universal proxy rules. (see Procter & Gamble Fair Elections and Procter & Gamble 2023: Our Proxy Votes, which won 43% of […]
Pay Equity Disclosure 2023 is a hot topic for CorpGov.net thanks to assistance from Julia Cedarholm of Arjuna Capital, who contributed to their groundbreaking Racial and Gender Pay Scorecard. Arjuna’s efforts in this area and their reports since 2018 are impressive. Over the last seven years, 143 shareholder proposals requesting pay gap disclosures have been filed […]
Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting of Executive Compensation Votes by Institutional Investment Managers (link: Conformed to Federal Register version) File No: S7-11-21. Comments Due: December 14, 2021. Comments received are available. How to Submit Comments. Please submit a comment in support of this important rulemaking. Regulatory agencies typically continue to consider comments until rulemaking is finalized. […]
Form 13F reporting is another obscure SEC requirement. Most investors know nothing about it. However, following the money is important. Add your voice to thousands sounding the alarm about proposed changes. Form 13F is how funds report to the SEC what they have invested in. Like many rules proposed during the Trump Administration, these are […]
Mutual fund wars are fierce around pricing. What if competition was also fierce around proxy voting? Could that change the world? I certainly think so. My petition to the SEC could generate mutual fund wars around ensuring proxy votes align with investor values. (Rulemaking Petition for Real-Time Disclosure of Proxy Votes, SEC File 4-748, Jul. […]
Petition for Real-Time Disclosure of Proxy Votes Abstract: Corporations have facilitated the most dynamic economic growth in history. Addressing adverse externalities, like dark money and climate change, has been hampered by dispersed ownership. Mechanisms are needed to define common values and increase individual empowerment within corporate dominated economies. Ironically, recent concentration of corporate ownership by […]
Jill Fisch, et al. addresses a central myth around index funds and investors in Passive Investors (June 29, 2018). Her research has implications applicable to recent analysis and recommendations by Delaware Supreme Court Chief Justice Leo E. Strine Jr., Professor Lucian Bebchuk and others. The following is the central highlight: Our key insight is that although […]
Do not make the same mistake as LL Bean. The last thing I want is to turn CorpGov.net into another social media outlet on Donald Trump. However, the advice offered today by Bruce Freed, president of the Center for Political Accountability (CPA), is something public company boards should be discussing as they try to stay on […]
#ICGN16 was the hashtag for tweeting about the 2016 annual meeting of the International Corporate Governance Network held in San Francisco, June 27 – 29th, 2016. Check Twitter for additional posts to #ICGN16. What follows are a few of my rough notes from the conference. Accuracy for details isn’t one of my noted strengths, so […]
Lobbying disclosure is sought by shareholder resolutions filed at 50 companies by 66 institutional and individual investors. Corporate lobbying disclosure remains a top shareholder proposal topic for 2016. At least 66 investors have filed proposals at 50 companies asking for lobbying reports that include federal and state lobbying payments, payments to trade associations used for […]
Corporations are channeling unprecedented amounts of secret money into our elections. Even worse, they’re doing it with our savings. Help stop retirement fund manager Vanguard from channeling our savings into secret-money politics. (more…)
FedEx Corporation (NYSE:FDX) provides a portfolio of transportation, e-commerce and business services under the FedEx brand and is one of the stocks in my portfolio. Their next annual meeting is September 28, 2015. ProxyDemocracy.org had collected the votes of two funds when I checked and voted. I also picked up the votes of CalSTRS in my table below, since ProxyDemocracy […]
In an e-mail response to an inquiry from Ron Freund, shareholder and Corporate Responsibility Director for the Social Equity Group, a leading Bay area socially responsible money management firm, Twitte (NYSE:TWTR) announced it has posted political contributions on its website and will not contribute to Super PACs. (more…)
Good corporate governance means quicker, more frequent disclosures to the stock market. Or does it? The evidence varies by country, and in our research we wanted to check the relationship. We used cross-country data from 23 OECD countries, firms with financial years ending between 1 January 2003 and 31 December 2008. We looked at company […]
Resolutions Filed at 53 Companies Disclosure of corporate lobbying expenses remain top shareholder proposal topics for 2015, as more than 60 investors have filed proposals with more than 50 companies asking for reports that include federal and state lobbying payments, political contributions and/or payments to trade associations used for lobbying and payments to any tax-exempt […]
I see Senator Sheldon Whitehouse (D-R.I.) and Representative Jim Langevin (D-R.I.) are again pushing legislation to add a “Corporate Responsibility Index” option to the federal government’s Thrift Savings Plan (TSP). (Federal employees miss out on sustainable investment option, The Hill, 12/12/14) I certainly agree, federal employees should be able to direct their retirement savings into […]
The OECD is inviting public comment on its draft updated Principles of Corporate Governance – last updated in 2004. These principles (first published in 1999) have long been among the most influential sources of corporate governance guidelines for regulators, stock exchanges, investors and companies world-wide, and continue to be referenced as a benchmark for good governance practices. (more…)
This 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 […]
The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee (SEC-IAC) established pursuant to Section 911 of the Dodd-Frank Act issued a report on Impartiality in the Disclosure of Preliminary Voting Results. The recommendations will be discussed at a meeting on October 9, 2014. When: Thursday, October 9, 10:00 am – 4:00 pm Who: Investor […]
As I mentioned in yesterday’s post, Council of Institutional Investors Fall 2014 Conference: Meeting Availability, I’m encouraging a research project looking into the impact that funds announcing their proxy votes in advance have or can have. I’ve joined with Pensions&Investments in arguing funds have a fiduciary duty to make such advance proxy vote disclosures when that could influence the outcome. […]
Guest post from Shriram Subramanian, founder of InGovern Research Services with the objective of facilitating shareholder activism by institutional investors and thereby enhancing corporate governance in India. Proxy Advisory Services, Corporate Governance Research, Risk Monitoring, and Proxy Services. India’s SEBI, through a circular dated March 24th, 2014, released a new set of disclosure guidelines to be followed by mutual funds. These […]
The deadline for submitting comments on the SEC’s proposed pay ratio disclosure is coming up quickly on December 2, 2013. SEC general comment instructions. Submit Comments on S7-07-13 Pay Ratio Disclosure. Get your comments in soon, before Thanksgiving. Another advantage to earlier submittal is that those who wait for the deadline are likely to borrow from previous […]
Companies that gave $46 million to stop California GMO labeling risk negative brand reputation if they fund effort to stop I-522 initiative for transparent labeling of food. Companies that donated funds to oppose ballot initiatives to require the labeling of products containing genetically modified organisms (GMOs) are facing new pressure from shareholders to stay out of future […]
Wal-Mart Stores (WMT) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/6/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/31/2013. I voted with management 57% of the time. View Proxy Statement. (more…)
Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream both delights and informs as only Robert A.G. Monks can. No one else writes so well about topics like “How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine” and those in the current volume because no one else has been as engaged […]
Writing in the March/April edition of The Corporate Board, Nell Minow titles her latest bit of advice, The Unfinished Business of Corporate Governance. Here’s the lead in: After a decade of frantic corporate governance reform, business leaders may believe that governance has reached the pinnacle of responsibility and effectiveness. Not so fast, says Nell Minow, […]
This is Part 2 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013). See Agency Capitalism: Corrective Measures Part 1 and Part 3. Current law encourages mindless indexing of portfolios and voting like lemmings […]
Goldman Sachs ($GS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/24/2012. Voting ends 5/23 on Moxy Vote’s proxy voting platform, which had 13 recommendations “from good causes,” but five are actually consolidations, when I checked and voted on 5/21. ProxyDemocracy.org had funds voting. I voted with management 13% of the time. (more…)
According to the New York Post (Advisory firm employee leaking shareholder voting data, whistleblower claims, a “whistle-blower” complaint has been lodged with the SEC against a midlevel employee in ISS’s Boston office who “has been (more…)
I was delighted to see a post from the new contributor to theCorporateCounsel.net, Suzanne Rothwell, that actually took a strong stand against a House measure, which would boost the number of shareholders that trigger registration to 1000 shareholders (up from 500) and would “exclude employees and accredited investors from the calculation. This is a surprising initiative […]
AFSCME and RAM Trust urge shareowners to rein in CEO Pay, implement governance improvements at their May 25 meeting. AFSCME and RAM Trust recommend: Against ratifying executive pay (Item 3) For One Year frequency of the advisory vote on compensation (Item 4) Adopt a policy that the XOM Board Chair be an independent (more…)
CalPERS expands agent disclosure policy – Sacramento Business, Housing Market News | Sacramento Bee, 11/18/2010. All contractors of $10,000 or higher will now be required to disclose whether they’re using agents, or middlemen, to secure pension fund business.