It’s been two months since the SRI Conference in Colorado Springs but I’m still digesting content, like the potential of Folio Investing, and following up with other attendees. #AllinForImpact continues in San Francisco, Portland, Chicago, New York City, Boston and then Denver. Get to at least one of these conferences this year so you too can get inspired. The people and idea are about as progressive as I have found in the investing community. Continue Reading →
Tag Archives | shareowner
I’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan.
Shareholders have voting rights, usually one vote per share, to decide who will serve on the board and to advise on pay and other issues. Funds, such as CalPERS and the CalHR Savings Plus program, have a legal duty to ensure shares are voted in the best interest of program participants. Continue Reading →
Amy L. Goodman and John F. Olson, both of Gibson, Dunn & Crutcher LLP posted Shareholder Proposal Developments During the 2014 Proxy Season on the Harvard Law School Forum on Corporate Governance and Financial Regulation yesterday. It included some good information and analysis but seemed a bit too much like the response to a shareholder proposal should be a lawsuit — an advertisement for Gibson Dunn to this, admittedly biased, eye.
David Bogoslaw, Editor of the Corporate Secretary sent out an email in response that was more balanced with regard to shareholder proposals and lawsuits. I was heading out to Ottawa yesterday, so only had time for a brief response. The following is my open email to Mr. Bogoslaw. Continue Reading →
Those were the opening sentences of another excellent editorial at Pensions & Investments (Test of Governance Wills, June 30). See their cartoon at right, which is very close to portraying the truth about Nabors. (P&I’s other outstanding recent editorial was Winning over proxy voters, May 12.) Continue Reading →
The following on shareholder rights by Timothy Smith, Director of ESG Shareowner Engagement at Walden Asset Management, originally appeared in the Summer 2014 Edition of Walden’s Values Newsletter, which included the usual disclaimer at the bottom.
I’ve added the links and have tacked on some additional reformatted comments from Timothy Smith regarding the role of individual investors in prompting reform.
Every once in a long while a group of companies, usually led by the U.S. Chamber of Commerce, launches a campaign to change the rules allowing investors to file shareholder resolutions. Welcome to the latest iteration. Continue Reading →
EMC Corporation $EMC is one of the stocks in my portfolio. Their annual meeting is coming up on 4/30/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/22/2014. I voted with management 13% of the time. View EMC’s Proxy Statement, which is user friendly. Continue Reading →
Announcing the second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents. Nominations are now being accepted for 2014.
Yuanzhi Li and David Yermack studied the location and timing of annual shareholder meetings in their study Evasive Shareholder Meetings. When companies move their annual meetings a great distance from headquarters, they tend to announce disappointing earnings results and experience pronounced stock market underperformance in the months after the meeting. Continue Reading →
I joined for what was billed as a ‘fireside chat’ style presentation featuring Anne Simpson of CalPERS, Ralph Whitworth of Relational Investors, LLC, and Katherine Rabin of Glass, Lewis & Co., who will address the hot topics of this year’s proxy season. “Bring your burning questions and get the opinions of these experts.” Continue Reading →
Below 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 →
After posting Cisco Systems: Prime Target For Proxy Advisor Competition, Cisco Systems: Proxy Proposal #5 – 11 Q&A, and Cisco Systems (CSCO): How I Voted – Proxy Score 56 I am still getting the most basic question from funds trying to determine how to vote. That’s understandable. People lack the time necessary to analyze proxy issues. That’s one of the reasons behind the proposal. More resources and more competition could make for better voting at Cisco for all shareowners.
I keep getting the same fundamental question. How would it work in practice? Here’s what I tell them. Continue Reading →
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not ignored. Americans reading the book will benefit from a better understanding of the UK framework and how portions may or may not apply here.
For example, the UK Code of Corporate Governance makes boards responsible for determining the nature and extent of the risks that companies should undertake. Yet, even in the wake of extreme circumstances and huge financial losses, Continue Reading →
Mr. Norton previously served as corporate secretary of The New Economy Fund and SMALLCAP World Fund, Inc., two of Capital’s retail mutual funds, as well as American Funds Insurance Series, which serves Continue Reading →
Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN.
Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? Continue Reading →
Inside 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 →
Activist, John Chevedden pushed for Google to change its capital structure to give all shares an equal vote. Most of us own Class A stock with one vote per share. But Google co-founders Larry Page and Sergey Brin, along with Chairman Eric Schmidt, control about 64% of the votes through Class B stock with 10 votes per share.
Chevedden argued the current system allows Google to use shareholders’ capital without giving them the power to hold management accountable for how they run the company. Most shareholders agree with his assessment. Consider the fact that Google insiders control about 70% of votes. Continue Reading →
While the majority of shareholders continue to vote with management, a growing number of shareowners are giving more care and attention to how they vote, with several key votes in 2012 registering 20% or more of shareowners voting against management recommendations. Continue Reading →
Board/Shareholder engagement is a topic receiving increased attention in the US. Many governance organizations and experts have been discussing this topic in an attempt to highlight the issues and challenges that have been expressed by the various constituencies including the directors, institutional shareholders (both US and global), activist shareholders, corporate management, regulators, Continue Reading →
On This Week in the Boardroom (TWIB) James Copland, Director & Senior Fellow with the Manhattan Institute’s Center for Legal Policy, sits down with host, Scott Cutler, Executive Vice President, NYSE Euronext to review the results of Proxy Monitor 2012: A Report on Corporate Governance and Shareholder Activism. Continue Reading →
BNN’s The Street is delivering an in-depth look at the growing number of shareholder uprisings. Activist investors are speaking out out at CP Rail, Yahoo, Astral Media and elsewhere. And, they’re not just taking on management. They’re winning their battles too. Click here for more. Continue Reading →
Shareholder Spring Power of the Proxy. CNBC interview with Michael Garland, NYC Comptroller’s director of corporate governance and Lisa Lindsley, of AFSCME. Continue Reading →
Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in Continue Reading →
Learn to minimize the “risk” of proxy access and more in this free webinar from Corporate Secretary. Listen to find out how proactive governance can protect you, your board, your company and your brand in our free webinar at 12 noon EDT on April 26, 2012. Continue Reading →
I’ve been browsing around SharkRepellent.net for a few minutes a day for a few days. Unlike many of the sites I discuss, this one costs money to access but for many the cost may be well worth it. SharkRepellent offers in-depth research the takeover Continue Reading →
TheShareholderActivist.com™ is a new source for information and advice to facilitate responsible shareholder activism. The site includes tools, tactics, and techniques to help retail investors fully exercise their rights in publicly traded Continue Reading →
Stakeholder Theory: Impact and Prospects edited by Robert A. Phillips provides a great education in history to those of us who have been using the term “stakeholder” but who have little idea of its origins.
Honoring the twenty-fifth anniversary of R. Edward Freeman’s Strategic Management: A Stakeholder Approach, Phillips assembles a collection of commentaries and critiques by some of the most influential scholars of
stakeholder theory, with concluding remarks from Freeman himself.
The book starts by delving into citations and moves quickly to address three mischaracterizations of the original work:
- The assumption that Freeman approves of CSR – sees CSR as actually Continue Reading →
My say on director pay will be on the Apple proxy (embedded links added):
6 – Shareholder Say on Director Pay
Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify the pay given members of our Board of Directors as disclosed in the proxy Continue Reading →
Francis Byrd, Laurel Hill Advisory Group, Jeffrey Morgan, National Investor Relations Institute and Kenneth Wagner, Peabody Energy Corporation, discussed the governance roadshow idea at the Society of Corporate Secretaries and Governance Professionals conference in June.
Now might be the time to begin preparing to engage shareholders with such an effort – especially since the recent stock market slide is likely to make the largest investors even more edgy. Such an effort can alert directors to areas where policy adjustments can head off problem areas, allowing companies to retain the trust and confidence of shareowners.
Morgan suggests traveling to visit key investors during the off-season to keep communications open and to develop relationships that may come in handy later. Byrd says, ‘This will help you prepare the board to deal with the governance issues most important to the shareholders.’ Wagner suggests that directors sit down with the largest investors and answer their questions on compensation and other governance topics.
Read more: Is it time for a governance road show? Corporate Secretary, 8/12/2011.
This session was the last for me at the fabulous Yale Governance Forum 2011. I had to leave this session early, missed the last one, missed the Rising Stars event and all those other sessions during the breakout.
The session was held under Chatham house rule, so no citing people or their organization when discussing what they said. Elise Walton moderated a panel that included Geoff Beattie, Thomas Glocer and Lynn Stout.
With two panelists from Thomson Reuters, that company was central to much of the discussion and I think that gives me a little more flexibility under the Chatham house rule, since readers can’t tell where comments came from if I Continue Reading →