American values were recognized as at risk in 1932 when Adolf Berle and Gardiner Means argued that with dispersed shareholders, ownership has been separated from their control. (The Modern Corporation and Private Property) Ironically, concentration of equities under the umbrella of three or four indexed funds presents an opportunity to end that divide and make companies better reflect American values by being more accountable to their beneficial owners. Accomplishing that goal depends on transparent governance, such as proxy voting, and fostering real dialogue on the issues faced by corporations and investors. As I have argued, real-time disclosure of proxy votes could drive these huge funds to compete with each other based on not only profits and costs but their governance efforts, as reflected in proxy voting records. Continue Reading →
Tag Archives | Jackie Cook
The 100 Most Overpaid CEOs: Are Fund Managers Asleep at the Wheel? is the second such report from As You Sow in two years. I hope it continues as an annual tradition. I urge everyone to read it. Rosanna Landis Weaver, Jackie Cook and others contributing to this project did a great job. As Nell Minow said of the report:
Overpaid CEOs: Rational Apathy at Investment Funds
Below are a few highlights from their press release and executive summary:
CEO pay grew an astounding 997% over the past 36 years, greatly outpacing the growth in the cost of living, the productivity of the economy, and the stock market, disproving the claim that the growth in CEO pay reflects the “performance” of the company, the value of its stock, or the ability of the CEO to do anything but disproportionately raise the amount of his or her pay.
In the last year, pay for S&P 500 CEOs has risen (by some estimates up to 15.6%), yet the value of the shares of these companies actually declined slightly- despite massive expenditures of corporate funds on stock buybacks designed to increase the value of those shares. After five years of delay the SEC finally adopted rules that will allow shareholders to better understand the gap between the pay of the CEO and other employees of the corporation. The SEC is also moving forward on rules that will help expose the gap between the pay of the CEO and the performance of the companies’ shares in the stock market. Furthermore, some mutual funds and pension funds began to better exercise their fiduciary responsibility by more frequently voting down some of the most outrageous CEO pay packages.
Today more and more investors own shares through mutual funds, often investing in S&P 500 index funds. Individual investors are not in a position to sell their stakes in a company. The funds themselves are subject to a number of well-documented conflicts of interest and to what economists refer to with the oxymoronic-sounding term “rational apathy,” to reflect the expense of oversight in comparison to a pro rata share of any benefits.
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 →
Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine.
Five Years Ago in Corporate Governance
- According to Jackie Cook, “Opposition to CSR resolutions by mainstream fund groups (votes cast ‘against’ CSR shareholder resolutions) has fallen by a full 13 percent over the five year period, from 85 percent in 2004 to 72 percent in 2008. This corresponds with a large and sustained increase in abstentions by mainstream funds on CSR resolutions over the five year period from 10 percent in 2004 to 16 percent in 2008.” We concluded Continue Reading →
Two more reviews of the 2013 proxy season came out the other day. The quickest read is from Jackie Cook at CookESG (Proxy Season Roundup: Shareholder Resolutions) who analyzed 502 shareholder-sponsored resolutions voted between July 2012 and June 2013. Two-thirds are governance-related, averaging 41% support. One-third address social and environmental issues, with an average 21% level of support. Continue Reading →
Operating as CookESG Research, Jackie Cook specializes in securities-related corporate disclosure analysis, particularly with respect to environmental and governance issues.
As we look back on the 2012 elections one thing is clear, money flowed like water with any barrier that might have contained it removed by Citizens United. Writing for the court in the 5-4 decision, Judge Kennedy opined:
With the advent of the Internet, prompt disclosure of expenditures can provide shareholders and citizens with the information needed to hold corporations and elected officials accountable for their positions and supporters. Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are ‘in the pocket’ of so-called moneyed interests. Continue Reading →
Holly Gregory’s post Applying Securities Laws to Social Media Communications is the best I’ve seen on when the SEC’s Enforcement Division is likely to recommend an enforcement case to the Commission based on the potential for liability arising from disclosures by corporate officers through social media.
As widely reported, including by WSJ, Netflix and CEO Reed Hastings both received Wells Notices from the SEC, related to something Hastings wrote on Facebook back in June 2012. (Netflix Gets Wells Notice Over CEO Hastings’ Facebook Post, 12/6/2012) Continue Reading →
Powered by Jackie Cook’s Fund Votes, a handy list of upcoming meetings. Research voting guidelines at FundVotes, how respected funds and advocates have voted at Proxy Democracy and MoxyVote. Vote proxies using Moxy Vote’s Continue Reading →
No, he isn’t dead but he might as well be as far as his ability to influence Vanguard, the giant mutual fund he founded. John Bogle wants funds to introduce resolutions at companies requiring a 75% shareowner vote in order to make political contributions. Yet, Vanguard has never introduced a single shareowner resolution anywhere that I know of. Bogle believes funds should vote in the interest of their shareowners, not their managers. We see no evidence of that at Vanguard. Corporations, he says, shouldn’t be controlled by their agents. Yet, Continue Reading →