Tag Archives | Shareholder Forum

Investor Forums

forumInside Investor Relations (IR) had an important article on July 30th, On the Way to the Investor Forum that raised the question: do companies really want to encourage their shareholders to chat about them in online forums? Wouldn’t it create a lot of work for investor relations officers (IROs) “who are responsible for monitoring these online groups, responding to any misinformation posted on them, dealing with legal and other consequences?” Continue Reading →

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Sharegate Launches New Era of Shareowner Communications

SharegateBetaSharegate Inc., a new company that offers the investment community a modern and powerful financial social network, announced its launch recently, opening enrollment in the network to the general public.

Sharegate is an information exchange platform that connects individual and instititional investors, publicly traded companies and other special interest groups. This platform allows companies to present information, interact more directly with their shareholders and gives institutional and individual investors the opportunity to provide feedback and exchange information with these companies – and each other. According to the company’s founder, Argus Cunningham: Continue Reading →

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Facebook Inc ($FB) – Proxy Score 9

Facebook Inc ($FB) is one of the stocks in my portfolio. Their annual meeting is coming up on 6/11/2013. ProxyDemocracy.org had collected no votes when I checked on 6/5/2013.  I voted with management 9% of the time.  View Proxy Statement. Senator Warren recently called on the exchanges to block companies with unequal voting structures from listing. Too bad that didn’t happen years ago.

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Turkey's e-GEM Beats Broadridge at Shareowner Communication

Turkey became the first country to require issuers to offer electronic proxy voting with the 1 October inauguration of a voting platform from MKK called e-GEM. The system will stream annual general meetings (AGMs) real time and let shareowners communicate with each other, vote before the meeting, and even change their vote as an annual meeting occurs. Other markets have e-voting but do not require it of all listed companies. Expect other markets to keep an eye on this development.  (Corporate Governance Roundup: New Rules in Canada, Switzerland, Continue Reading →

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Symantec Audio-Only Meeting Gets National Coverage

At last, there have been a couple of articles in the national press on the Symantec Corp. virtual-only meeting. First, Ross Kerber reported for Reuters, Shareholder meetings via Web mute dissident voices (9/24/2010) Kerber observed,

Soon movies might be the only place to hear pointed outbursts from investors. This year more than a dozen companies moved their annual meeting to online-only settings where they can rephrase or ignore contrarians.

Bruce Herbert, Steve Schueth, U.S. Proxy Exchange, CalPERS and CalSTRS were mentioned as opposing the move. Symantec claimed the fact that it included a pointed question on its performance during the online meeting, provided evidence it wasn’t stifling dissent.

Then on 9/26/2010 the New York Times published Gretchen Morgenson’s Questions, and Directors, Lost in the Ether.

Unlike other companies that broadcast video along with audio, Symantec held its meeting as audio-only — making it impossible for investors to observe the goings-on or see which Symantec executives had decided to make themselves available.

Symantec management read and answered only two questions from shareholders and failed to answer a question from Bruce T. Herbert, chief executive of Newground Social Investment. Morgenson also quoted several Symantec shareowners who were displeased with the audio-only meeting and she focuses on the fact that not all Symantec directors “attended,” although she was unable to find out who the missing directors were.

Morgenson mentioned the recent shareholder forum by Gary Lutin.

PARTICIPANTS in the forum have proposed these standards of fairness involving electronic shareholder meetings: a company should provide all shareholders with a reasonable opportunity to ask management questions relating to director elections and other matters to be decided at a meeting; a company should present those questions or views to management publicly so other shareholders can consider them; and, finally, a company should generate responses to these questions from managers or directors so other shareholders can consider them as well.

Morgenson ended her article with important observations from Lutin.

Most corporate managers also like being able to learn what interests their shareholders so they can respond before decisions are made. But it’s important to be alert to abuses that hide questions. If you want the marketplace to work, investors need to see which managers deserve their support.

Not mentioned in the article is the fact that Glyn Holton, of the United States Proxy Exchange (USPX), initiated the protest against Symantec. USPX appears to be on the threshold of building on the work of Lutin by

drafting a white paper detailing the legal, technology and procedural issues raised by virtual meetings. That will be followed with a members forum through which shareowners will draft shareowner-approved guidelines for the conduct of virtual meetings. Find out more and how you can be involved on our Virtual Shareowner Meetings page.

Long-term, we cannot address the issue of virtual meetings one company at a time. There are approximately 13,000 annual meetings in the United States each year. At some point, the trickle of corporations experimenting with virtual meetings will become a torrent. We need a comprehensive solution.

To that end, the USPX has formed the Coalition to Preserve Shareowner Meetings to pursue a two-pronged strateg:

1. Hold an on-line forum to draft shareowner-approved minimum guidelines for the conduct of virtual and/or hybrid meetings, and

2. Agree to sanctions the shareowner community will impose on corporations that conduct virtual meetings not in accordance with those guidelines.

Aside from Gary Lutin, members of the Social Investment Forum and public pension funds have mostly taken the lead in this area. We need others, especially retail shareowners to step up to the plate. I hope readers of CorpGov.net will join in those efforts by sending concerns and advice to [email protected]. I encourage individual shareowners, institutional shareowners and interested parties to join this newly forming coalition to participate in the forum and other activities. Join the USPX today. Member dues are modest and fund important activities.

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Protesting Symantec's All-Virtual Meeting

Steven Towns, writing for Seeking Alpha (Questioning Symantec’s ‘Virtual’ Shareholder Meetings, 9/20/2010) joined CII, CalSTRS, CalPERS, USPX and others in objecting to an all virtual meeting held buy Symantec. This follows up on Ted Allen’s September 16, 2010 article for RiskMetrics, Investors Object to Symantec’s Virtual Annual Meeting, my post of September 7, 2010 (also on Shareowners.org) and USPX’s page of resources on the issue with copies of letters sent.

Bruce Herbert of Newground Social Investment tuned in to the meeting and apparently found it frustrating. I’ll give it a few days to see if anyone else in the press reports on the virtual-only meeting or maybe Herbert will blog about it. If not, I’ll give Symantec at least one more post. I urge all readers and all funds to write to Ms. Corcos of Symantec protesting the virtual-only meeting. Please cc USPX. See this USPX page for sample letters.

In an e-mail to me and others, Corcos indicated “Symantec received a Low Concern rating on each of the four categories that RMG evaluates:  Board Structure, Compensation, Shareholder Rights and Audit.”  Maybe RMG also needs to hear from shareowners.

Corcos goes on to say: “If stockholders preferences change, we will reconsider hybrid models for future meetings.” I take that to mean, if enough protest they will switch to a hybrid model. Shareowners should keep bombarding them with letters and e-mails until they publicly announce next year’s meeting will be a hybrid one. That will deter other companies from moving to virtual-only meetings.

Gary Lutin’s Shareholder Forum has done a great deal to date trying to come to grips with the various issues through his leadership and that of Avital Louria Hahn. I anticipate USPX, which intends to hold additional ongoing forums on the topic, will build on their work and extend it, developing a broad consensus among shareowners of best practices.

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Shareholder Forum on eAGMs

Gary Lutin’s Shareholder Forum is putting together an impressive panel of luminaries to help consider proposed standards for judging the fairness of communications associated with voting at shareholder meetings, assuring a shareholder’s right to:
(a)      present questions and views to a company’s managers and to other shareholders,
(b)      observe the presentation of other shareholders’ questions and views, and
(c)      observe the responses of managers to all shareholder questions.

These are important aspects of larger issues surrounding the idea of moving to virtual annual shareowner meetings. It looks like the group has already done a substantial amount of work through preliminary workshops. We look forward to seeing the results from this effort and would encourage participation by our readers.

The open meeting will be held on Tuesday, July 13, 2010, at the New York Society of Security Analysts (“NYSSA”). However, the building is secure and attendance will be limited to about 30 people. You won’t get in without identification and a reservation. More details at the The Shareholder Forum.

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Corporate Governance Idol

We’re all critics now with TV shows like American Idol, So You Think You Can Dance?, Project Runway, Top Chef, etc. Stephen Marche calls out an important trend in Is "American Idol" Holding America Together? (Esquire, 01/10) Here are a few snippets:

The sense of entitlement to judge everyone and everything, all day and every day, feeds and fuels our pop-culture appetite, and it finds its broadest, most democratic expression in the "Idol" format… a mass of contestants, a group of gatekeepers, and a victor chosen by popular vote.

We watch for the judges, not the judged, and to listen to their instruction for the next generation of talent… Who would have thought that Simon Cowell rather than some Nobel prize winner would be the one bringing Americans together?

Last March I heard Nell Minow on Intelligence Squared… a good show that could be even better with more focus. Here’s an idea for Gary Lutin’s Shareholder Forum, the Investor Suffrage Movement, MoxyVote or Broadridge Communications — prior to the annual meeting hold a debate between resolution proponents and corporate representatives. Or, pit the Chamber of Commerce against The Corporate Library, the Business Roundtable against the Council of Institutional Investors . Have a panel of academics, knowledgeable on the subject critic presentations, provide their votes and their reasons — then give verified shareowners and the general public an opportunity to vote on the resolutions.

At first, such a show is unlikely to take top billing on YouTube or some other media but over time it has the potential to become popular. After all, Exxon Mobil’s policies impact us all a lot more than the next great vocal performer. Shouldn’t viewers be more excited about the opportunity to influence an outcome that can actually impact them? Change corporations, save the habitable Earth.

Corporate Governance Idol or whatever it is called could provide investors with an education they are unlikely to find at American Association of Individual Investors or other sites that focus on stock picking, rather than share owning. While the SEC’s educational efforts aim at consumer protection, CorpGov Idol would aim at empowering investors to take ownership of their corporations, educating them on issues that are likely to apply to other companies as well… issues like splitting the chair/CEO positions, annual elections, majority vote, threshold for a special meeting, more disclosure of potential environmental liabilities and how they will be addressed.

It will be interesting to see if shareowners vote differently than the general public. It would also be interesting to identify trends over time as issues are more fully explored and participants are educated. Could Andrew Shapiro, Richard Breeden, or John Chevedden be the next American Idol. Tune in next week to find out and don’t forget to vote.

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