The battle over Main Street Investors could determine the future of the American economy for decades to come. According to Cydney Posner of Cooley PubCo, on one side are those who believe investors must focus on maximizing financial return and management knows best. On the other side are those who want to broaden the focus of investors to include environmental, social and governance (ESG) issues, with everyone participating in the debate. Continue Reading →
Tag Archives | Zevin
Shareholder Collaboration is a new ECGI working paper by Jill Fisch and Simone M. Sepe. Fisch is one of my favorite researchers, being insightful and less predictable than many of those in the primary academic hubs of corporate governance (Harvard, Stanford, and Delaware). In Shareholder Collaboration, the authors discuss the growing importance of a collaborative model, in contrast to models based on management power or shareholder power. (download paper in pdf) Continue Reading →
Alphabet 2018 proxy recommendations. Alphabet is run by an Oligarchy. Will $GOOG overlords give up their position as a dictatorship? Are companies governed by dictatorships and oligarchies healthy for democratic governments? Shareholders can vote for change.
Alphabet Inc., through its subsidiaries, provides online advertising services in the United States and internationally. Most shareholders do not vote because reading through 80+ pages of the proxy is not worth the time for the small difference your vote will make. Below, I tell you how I voted and why.
If you have read these posts related to my portfolio for the last 22 years, have values aligned with mine, and trust my judgment (or you do not want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.
The Walt Disney Company (DIS), operates as an entertainment company worldwide. Most shareholders don’t vote because reading through 74 pages of the proxy AND many more pages of appendices is not worth the time for the small difference your vote will make. Below, I tell you how I am voting and why. If you have read these posts related to my portfolio for the last 22 years and trust my judgment (or you don’t want to take the time to read it), go immediately to see how I voted my ballot. Voting will take you only a minute or two and every vote counts.
Real Impact Tracker Involves Everyday Investors in Creating Better Corporate Governance
- Everyday investors need to play a greater role in corporate governance.
- It’s dominated by institutions, where the least common denominator is profits
- Everyday investors should hold companies and funds accountable to their values
- Everyday investors can play a greater role in corporate governance
- The Real Impact Certified Community helps them find which fund managers hold companies accountable to their values.
- The Real Impact Button gives individual investors access, previously limited to institutions, to engage, as shareowners, with the management of their funds and companies.
- Imagine what would happen if companies really took all the considerations of their shareowners into account.
The Board at Berry Global Group ($BERY) is moving toward more democratic governance, thanks to the efforts of a retail shareholder who would be denied the right to file proposals if the Chamber of Commerce, Business Roundtable and others had their way. The Berry Global Group has adopted proposals submitted by the same small retail shareholder three years in a row. Together, the Board and a small retail shareholder are making a good company even better.
This year, in response to a proposal we filed on behalf of my wife, Myra Young, the Board of the Berry Global Group amended its bylaws and governance guidelines to require a majority vote for directors running in uncontested elections and further requiring that unsuccessful nominees tender their resignation. (8-K filed November 30). We are gladly withdrawing the proposal, which was implemented in full. Continue Reading →
Anti-hypocrisy proposals could be the most important ones of the season. I purchased shares on Franklin Resources (BEN) so that I could file anti-hypocrisy proposals, of the same variety we get to vote on at the February 15, 2017, annual meeting. I had not owned my shares for a year as of the filing deadline last year, so did not submit a proposal. Fortunately, other shareholders have submitted exactly the type of anti-hypocrisy proposals I would have put forward. I will concentrate on the first anti-hypocrisy proposals and will cover the other items only briefly.
Votes at funds, like Franklin Resources, are especially important since the votes these funds cast at annual meetings drive the outcomes. We can’t expect to win important issues like Majority vote provisions to elect directors, requested reports on climate change activities or voting down outrageous pay packages until huge funds like Franklin Resources vote with us. Large commercial funds, such as Franklin Resources, often have a built-in conflict of interest. They want to service corporate clients, so do not want to offend corporate managers. At the same time, as investors in their funds, we want them to monitor management and be critical when that is in our best interest. These resolutions seek better alignment between the interest of investors in funds offered by Franklin Resources and the proxy positions taken by those funds. Continue Reading →
Franklin Resources, Inc. (BEN) is a publicly owned asset management holding company, which includes Franklin Templeton Investments, and is one of the stocks in my portfolio. Their annual meeting is on February 17, 2016. ProxyDemocracy.org had collected the votes of two funds when I checked. I voted against three directors and for the proposal for a report on voting incongruities regarding climate change voting. I voted with the Board’s recommendations 58% of the time. View Proxy Statement.
Franklin Resources: Special Note
This is one of the most important votes of the year because of the vitally important proxy proposal submitted by Zevin Asset Management, along with First Affirmative Financial and Friends Fiduciary Corporate. The proposal asks our company to report on incongruences between the proxy voting practices of Franklin Resources and its stated policy positions on climate change. If they are essentially ‘green-washing,’ this proposal should lead to a change in how they vote. If their proxy votes are already aligned with their policies and public statements, a report will provide an opportunity for good publicity. Continue Reading →
The AFL-CIO Key Votes Survey is designed to help pension fund trustees fulfill their fiduciary duty to monitor the proxy voting performance of investment managers. Good corporate governance matters to shareholders and proxy voting is the most direct means for shareholders to exercise oversight in relation to the corporations they own. (Read the full report.)
Proxy Votes Must be Cast in Your Interest
In 1988, the U.S. Department of Labor advised pension fund trustees that under the Employee Retirement Income Security Act (“ERISA”), the voting rights attached to company stock are “plan assets” that must be managed according to ERISA fiduciary standards. The Department of Labor requires investment managers to “maintain accurate records as to proxy voting” and permit trustees to “review the actions taken in individual proxy voting situations.” Continue Reading →
Disclose Climate Lobbying: Resolutions Filed at Oil and Gas Companies
Encouraged by the forward‐looking actions addressing climate change at the Paris Climate Conference (COP21) in December, investors have filed shareholder resolutions at 11 oil and gas companies asking them to disclose climate lobbying activities. The resolutions urge the companies to fully disclose their lobbying activities and expenses (direct and indirect through trade associations) and to review their public policy advocacy on energy policy and climate change. Let’s get oil and gas companies to disclose climate lobbying! I sincerely hope readers of Corporate Governance (CorpGov.net) will vote in favor of these resolutions as they appear on corporate proxies. Monitor how others are voting at Proxy Democracy. If you own stock in other oil and gas companies, consider filing similar resolutions. Don’t know how? Check out our Shareowner Action Handbook. Take Action! Continue Reading →