Tag Archives | Laura Berry

Interfaith Center on Corporate Responsibility Welcomes New CEO, Josh Zinner

ICCR

Josh Zinner

Josh Zinner

ICCR’s Board of Directors announced that Josh Zinner will be assuming the role of ICCR’s new Chief Executive Officer, effective January 4th2016.

Josh Zinner comes to ICCR with 20 years’ experience as a non-profit leader, coalition-builder and policy advocate. For the past eight years Josh has co-directed the New Economy Project, an organization that works with community groups to promote economic justice – through policy advocacy, litigation, coalition building, shareholder action, community education, and research – and has been at the forefront both locally and nationally in the fight against discriminatory financial practices. Continue Reading →

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Video Friday: ICCR 2015 Event – On Leadership

ICCRLeadership transitions are the ideal time to think about what it means to lead.  What is the role of leadership in building the “just and sustainable corporate world” the ICCR community envisions in its mission statement? During an interactive panel on Oct. 1, 2015, five dynamic leaders explored the role of corporate responsibility and the capital markets through the lens of their own experiences as leaders in today’s marketplace. Continue Reading →

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Directors Forum 2014: Morning Sessions

Kroc-School-of-Peace-and-Justice-University-of-San-DiegoBelow are some notes I took during the morning 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. Continue Reading →

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Take Action: Comments on SEC Pay Ratio Rule Due 12/2/2013

The deadline for submitting comments on the SEC’s proposed pay ratio disclosure is coming up quickly on December 2, 2013. SEC general comment instructionsSubmit 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 submission. The earlier you submit, the more likely you are to influence others. For example, I am impressed by comments from the following: Continue Reading →

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ICCR Offers Guide and Tweets #ProxyVoteForPlanet

Members of the Interfaith Center on Corporate Responsibility (ICCR) released their 2013 Proxy Resolutions and Voting Guide including all member-sponsored shareholder proposals for the upcoming proxy season.

ICCR members are calling on asset owners to help promote corporate responsibility by voting their proxies in support of investor proposals that advance social, economic and environmental justice.   Continue Reading →

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LA Trustees Roundup 2012: Corporate Governance

As Laura Berry mentioned at the conference, this is an event to recharge your batteries. It is great to learn what others are doing. Of course, the list of things I need to do grows exponentially every time I attend one of these gatherings of mostly California public pension funds. Disclaimer, disclaimer, disclaimer: Nothing I report is a quote. Opinions expressed don’t represent the views of respective organizations and may not even represent the views of those attending the event. Provocation may be intended Continue Reading →

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Securing Fund Assets: PM Sessions

Disclaimer: These are my notes from a conference of mostly California pension funds. I’m not a very quick note taker, so I have a tendency to fill in the “gaps” with relevant material from the Internet and with my own interpretation of what where I think the speaker was going. These notes are basically a small part of a more than 15 year diary mostly written for my own future reference. Of course, I try to be accurate but this is a blog. I don’t have the fact checkers and other resources of publications like the New

York Times. On the other hand, I’d like to think that I sometimes bring additional insights to bear on the subject… sometimes more than the average reporter… although that may be delusional on my part. Sorry, these notes are even more cryptic than usual but hopefully still of use.

The subject of the 1st day of the LA Pension Fund Trustees Roundup 2011 conference was, Pension Fund Strategies for Securing Fund Assets.

John Liu

Lunch Keynote John Liu, NYC Comptroller Securing Plan Assets and Organizing for Accountability in Response to the Mortgage Crisis

Simpson sets tone for panel

Tools To Secure Fund Assets, Mitigate Risk and Ensure Accountability

Anne Simpson

Facilitator: Anne Simpson, CalPERS Litigation Jay Eisenhofer, Grant and Eisenhofer Shareholder Resolutions Laura Berry, ICCR Advocacy, Legislation and Regulation Lisa Donner, Americans for Financial Reform Funds Working Together Hugh O’Reilly, Cavalluzzo, Hayes, Shilton, McIntyre & Cornish

Anne Simpson – CalPERS is focusing on single issue… majority vote. ID 50 companies. 22 agreed. Apple though it was above and beyond. CalPERS has $1B in Apple. Majority vote won 73% of vote.  We tweeted on Continue Reading →

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Two Overlooked Lessons From the Financial Crisis

In the year-end reflections two contributing factors deserve more attention. First, "prophetic warnings" from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford Lewis for boards to revoke implicit policies of "don’t ask, don’t tell" with regard to liability issues.

The current financial meltdown should remind us of the importance and interconnections between ESG issues. Fully a dozen years before Wall Street experts and regulators reluctantly recognized the contribution of subprime mortgages to the current financial crisis, faith-based organizations urged major corrective action. The summer 2008 issue of The Corporate Examiner, a publication of the Interfaith Center on Corporate Responsibility (ICCR), carried an extensive review entitled The Buck Stops Here: How Securitization Changed the Rules for Ordinary Americans.

Subprime mortgages came about as a way to extend credit to lower-income people after passage of the federal Community Reinvestment Act in 1977, which encouraged banks to lend money in their local communities. Many ICCR members had pushed for the Act because subprime mortgages can give low income applicants access to home ownership when the cost and terms of conventional mortgages would be prohibitive. However, IRRC members were also on the forefront calling for subprime loans to be used responsibly, with reasonable terms.

As early as 1993, ICCR members filed six resolutions to more closely regulate subprime mortgages. “When our institutional investor members view their holdings through the lens of justice and sustainability, the priorities for action that emerge frequently anticipate market moves. Time and time again, the prophetic voice of faith has allowed our members to anticipate emerging areas of corporate responsibility, in investment policy as well as in social, economic and environmental policy. For more than a decade before anyone else, our visionary members have been expressing concerns related to predatory lending practices, inappropriate underwriting standards and the potential consequences of securitization of debt instruments," says ICCR Executive Director Laura Berry.

If financial markets had paid more attention to ICCR, perhaps we wouldn’t have gotten into the financial meltdown… certainly, it wouldn’t have been as big. Boards and shareowners would do well to pay more attention to this "early warning" system.

Earlier this year, I had the pleasure of providing editorial and substantive advice to Sanford J. Lewis, Counsel to the Investor Environmental Health Network, on his paper Don’t Ask, Don’t Tell: A Poor Framework for Risk Analysis by Both Investors and Directors (HLSCG&FR, 11/15/09) Lewis describes a growing clash between the needs and duties of directors and investors to manage risks, and attorneys who advise “don’t ask; don’t tell,” in order to minimize corporate liability in any possible future litigation. He warns that a strategy based on culpable deniability serves no one well.

Accounting principles for reporting environmental liabilities, for example, include subjective language such as “to the extent material,” “when necessary for the financial statements not to be misleading,” and “encouraged but not required.” At the same time, section 302 of Sarbanes-Oxley requires the CEO or CFO to certify the financial statement “fairly presents” the company’s financial condition, regardless of whether the financial statement is technically in compliance with generally accepted accounting principles.

Directors are caught between a rock and a hard place. If they report only “known minimum” liabilities, they risk violating SOX. However, a "fair presentation," could be used as evidence in court and raise possible settlement costs.

Lewis recommends a principled approach to “prejudicial” information, where a balancing test is used to weigh how prejudicial and how useful information will be. Under federal and state rules, evidence which might be considered prejudicial will nevertheless be found to be admissible in evidence if it is “more probative than prejudicial.” "A similar balancing test should be applied by accounting and securities rulemakers in considering the types of required disclosures to support the needs of investors."

Boards who listened too closely to the advice of their attorney’s may have been ignorant of potential risks but they can hardly be though blameless. We need to move from "don’t ask, don’t tell" to a careful weighing of the evidence and accounting standards that provide for more in the way of disclosure.

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