Submit comments on posts through e-mail. Upcoming events I hope to attend:
The Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School is now accepting nominations for the annual Rising Stars of Corporate Governance award.
This award recognizes people who, while young and possibly new to the field of corporate governance, are making their marks as outstanding analysts, experts, Continue Reading →
Robert Monks
I’ve received praise before: CII said my petition to the SEC on proxy access “re-energized” the debate on that subject, Lexis-Nexis subscribers listed my site among the top 25 business blogs and the NACD put me on a list of “people to watch.”
However, never have I felt so honored as when I heard Bob Monks publicly list my website (corpgov.net) and my twitter account (corpgovnet) among resources worth following. If I were an actor, it would be like getting acknowledgement from Daniel Day-Lewis and Meryl Streep! And to top it off, to be in such company as those other resources Bob mentions! Wow! 2013 is starting out rather nicely. I’d better ask my wife to give me a smack, so my head doesn’t get too big. Continue Reading →
Center for Corporate and Securities Law 2013 Directors Forum Bonus Session looks like great add-on to the main event, Directors Forum 2013: Directors, Management & Shareholders in Dialogue, University of San Diego – Institute for Peace & Justice, Sun – Tues, 1/27-29/2013. See ten part coverage from 2012.
The bonus session is Sunday, January 27, 2013 from 2:30 p.m. to 4:45 p.m. in the Kroc Institute for Peace & Justice Theatre on the Continue Reading →
Bob Frisch is the managing partner of Strategic Offsites Group. He has more than 29 years of experience working with executive teams and boards worldwide on their most critical strategic issues. He has published three articles on teams and decision making in the Harvard Business Review: “Who Really Makes the Big Decisions in Your Company” (12/11), “When Teams Can’t Decide” (11/08) and “Off-Sites That Work” (6/06). Bob’s work has been profiled in publications from Fortune to CFO to the Johannesburg Business Report. He is a regular contributor to Bloomberg Business Week and The Wall Street Journal and his blog appears at HBR.org. Continue Reading →
Who’s in the Room?: How Great Leaders Structure and Manage the Teams Around Them reminds me of the classic political science booklet by Lloyd S Etheredge, The Case of the Unreturned Cafeteria Trays: an Investigation Based on Theories of Motivation and Human Behavior (pdf). Both take a simple problem and explore various alternatives to how it can be approached. Continue Reading →
Costco ($COST) is one of the stocks in my portfolio. Their annual meeting is coming up on 1/24/2013. ProxyDemocracy.org had collected the votes of four funds when I voted on 1/22/2012. I voted with management only 25% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes) Continue Reading →
Guest post from Glenn Furuya, courtesy of Pacific Business News, 1/18/2013, page 31. The article caught my eye soon after returning from the funeral of my wife’s great aunt, Kay Kramer (98), who embodied the three cultures Furuya discusses below, both in the flesh and through her work and life.
Having read hundreds of publications and worked side-by-side with many successful leaders in Hawaii for over 30 years, I believe that Hawaii’s cultural context contributes significantly to effective leadership.
Although few outside these Islands may recognize it, many of our leaders possess a “hard-wiring” that produces outstanding results. Many who have heard my presentation on island-style leadership agree. The following five examples will give you a feel of the inherent potential of island-style leadership. Continue Reading →
Peter Reali, Lead Corporate Governance Analyst, TIAA-CREF, discusses his process for voting over 100,000 discrete ballot items each season with the Darla Stuckey of the Society of Corporate Secretaries and Governance Professionals. Mr. Reali talks about the use of proxy advisory service data, engagement with issuers, timing, the interaction between governance experts and asset Continue Reading →
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 →
Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron:
I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management and Simon Billenness to hundreds of organizations, investors and individuals active in challenging Chevron on its oil pollution crisis in Ecuador.
Your action is without precedent. Never before have shareowners faced such a legal challenge for merely communicating with each other. This is a brazen attack on shareholder rights. I urge you to reconsider your position and withdraw your subpoena.
I share the following from the Needmor Fund and Zevin Asset Management on behalf of everyone who is concerned with the rights of shareowners and the rights of people: Continue Reading →
Don’t miss upcoming important events from TheCorporateCounsel.net. Tune in tomorrow, Wednesday, for the webcast – “The ‘Former’ Corp Fin Staff Speaks” – to hear former Senior Staffers from the SEC’s Division of Corporation Finance Brian Breheny of Skadden Arps, Marty Dunn of O’Melveny & Myers, Linda Griggs of Morgan Lewis and Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster weigh in on what you need to be doing for the upcoming proxy season, and provide a “bring-down” of what’s happening now in Corp Fin. Continue Reading →
CHESTER, NEW JERSEY, January 14, 2013. Trust Across America, global leaders in information, standards and data, and Who’s Who in trustworthy business has selected 2013′s Top 100 Thought Leaders in Trustworthy Business Behavior. These people collectively represent a group that can genuinely transform the way organizations do business. Consider following us on Twitter.
According to Barbara Kimmel, Executive Director,
The release of this third annual list coincides with the formal launch of Trust Across America’s Campaign for Trust™, a two-year collaborative initiative to reverse the cycle of mistrust in business. Continue Reading →
Public companies are subject to an extensive and complex regulatory regime under the U.S. federal securities laws and stock exchange listing rules.
This free handbook from Vintage Filings provides an overview of the securities law and stock exchange reporting, disclosure and corporate governance requirements applicable to public companies and their officers, directors and large shareholders. Continue Reading →
Frank Partnoy
I recently got an e-mail from Frank Partnoy about his co-authored cover story in the Atlantic magazine Jan/Feb issue – just posted here. He and Pulitzer Prize-winning reporter Jesse Eisinger ask “What’s Inside America’s Banks?” Continue Reading →
Importance of Proxy Advisory Firms in Indian Capital Markets
Shriram Subramanian, the Founder and MD of InGovern Research Services, in a recent interview with “Report Insights” highlighted the importance of proxy advisory firms in Indian capital markets. The extracts of the interview can be read in InGovern’s monthly publication: Governance Watch – December 2012 Newsletter
The SEC recently updated its entry in the Office of Management and Budget’s Unified Agenda to indicate that, by April, it plans to issue a Notice of Proposed Rulemaking to require public companies to disclose their spending on politics. This is huge! Perhaps petitions, accompanied by thousands of e-mails from supporters, actually can have an impact. Congratulations to Bebchuk and Jackson, co-chairs of the Committee on Disclosure of Corporate Political Spending. See their post at HLS corpgov site. Continue Reading →
Since the Cadbury Report was published in 1992 in the UK, there has been increasing emphasis not just by UK regulators but also by regulators from other countries, including the USA and Continental Europe, of the role of boards of directors in corporate governance. However, 20 years down the line it is still uncertain whether boards of directors are able to fulfill the important role they have been assigned by regulators. Continue Reading →
Holly Gregory
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 →
I received my copy of the November edition of Corporate Governance: An International Review a couple of weeks ago (yes, they usually run late). It is a special issue on executive compensation with the usual diversity of well-researched articles from around the globe. I notice that most, if not all, of the articles are available online for free, so if you don’t subscribe to the best journal on international corporate governance research, this is your opportunity to see a little of what you are missing… although each issue is substantially different. Continue Reading →
Reuters’ blogger Felix Salmon shares a surprising list of which companies over the last 90 years have generated the most wealth for shareholders, and which ones have destroyed it. Continue Reading →
Miriam Schwartz Ziv
Abstract: How does gender-balance affect the working of boards of directors? I examine boards that have been required for two decades to be relatively gender-balanced: boards of business companies in which the Israeli government holds a substantial equity interest. I construct a novel database based on the detailed minutes of 402 board- and board-committee meetings of eleven such companies. I find that boards that had critical masses of at least three directors of each gender in attendance, and particularly of three women, were approximately twice as likely both to request further information and to take an initiative, compared to boards that did not have such critical masses. A 2SLS model confirms these results. Continue Reading →
Walgreens ($WAG) is one of the stocks in my portfolio. Their annual meeting is coming up on 1/9/2013. ProxyDemocracy.org had collected the votes of four funds when I voted on 1/1/2012. I voted with management only 24% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will be voted in favor of management’s recommendations. (See Don’t Let Companies Change Shareholders’ Blank Votes)
I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions where Continue Reading →
Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago.
Five years ago in 2007 major charitable foundations, with the notable exception of the Gates Foundation, are initiating or strengthening efforts to harmonize the social and environmental effect of their endowment investments with their philanthropic goals, according to a report in the LATimes. (Foundations align investments with their charitable goals, 12/29/07) Continue Reading →
Wilson Sonsini Goodrich & Rosati (WSGR) have done the work of reviewing this year’s proxy season, so I won’t bother. I’m posting a link to their analysis here, primarily so that I can easily find it, if I need it. Continue Reading →
ock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance and Leadership No. CGRP- 29. Available on SSRN. Shareholders of public companies are not responsible for designing executive compensation packages. Still, a shareholder vote on compensation is required in two circumstances: when a company wants to establish an equity-based compensation plan, and annually as part of the Dodd Frank requirement shareholders have an advisory “say on pay.” In deciding how to vote, shareholders rely on information provided in the annual proxy. Continue Reading →
Does Singapore have what it takes to be #1… in the world? The latest CG Watch Market Scores for corporate governance compiled by the Asian Corporate Governance Association revealed that Singapore tops the table in the region, with a score of 69.
Hong Kong and Thailand round out the top three, with 66 and 58 points respectively, closely followed by Japan and Malaysia, which with 55 points each. Continue Reading →
Corporate Directors Forum is bringing together distinguished business leaders from a variety of industries, along with fund managers, union officials, consultants and others to discuss the most challenging issues directors and officers face.
This exciting conference, being held January 27-29, 2013 at the University of San Diego, is designed to encourage personal interaction between attendees and the nation’s leading corporate governance authorities. Attendance at the event is limited to create an intimate setting for quality participation and networking. Be at the center of America’s corporate governance industrial complex. Ticket prices and lodging increase if your reservations are postmarked after January 3rd. Continue Reading →
I was going to write-up a short guide to recently announced changes by Institutional Shareholder Services and Glass Lewis but after reading a recent Alert from Weil I’ve decided to save time by simply touching on a few of the main points and recommending readers go directly to the Alert. Why reinvent the Weil? (Sorry, I couldn’t help myself.) I’ve also included a link to it in the Shareowner’s Action Handbook for future reference. Continue Reading →
J. McRitchie, UNFI Shareowner
My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%:
See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures to the point where companies might as well throw-in the towel and declassify when faced with such proposals? Continue Reading →
Lucy P. Marcus
2012 saw shareholders voting down pay deals, Apple pulled up on labour conditions & execs at Starbucks & Amazon grilled over UK tax avoidance. Lucy Marcus rounds up the year in boards. Continue Reading →
(Reuters, 18 December 2012) The number of S&P 500 and Fortune 500 companies managing and reporting performance on environmental, social and governance (ESG) issues more than doubled from 2010 to 2011, according to an analysis by Governance & Accountability Institute.
G&A Institute, the data partner for the Global Reporting Initiative (GRI) in the US, UK and Ireland, says in last year’s report, 19 percent of the S&P 500 reported. In the 2012 report, the number jumped to 53 percent. Continue Reading →
Reed’s ($REED) is one of the stocks in my portfolio. Their annual meeting is coming up tomorrow, on 12/21/2012. ProxyDemocracy.org doesn’t collect votes on REED, probably because it is a micro-cap with little or no institutional ownership. I voted with all managements recommendations. Continue Reading →
On October 16, 2012, the SEC published another “Staff Legal Bulletin” with guidance on shareowner proposals submitted to public companies pursuant to Rule 14a-8. SLB No. 14G provides the Division of Finance’s views regarding:
) Participate to ensure accountability! Research fund votes: Proxy Democracy and FundVotes. Find voting guidelines and meeting dates: FundVotes. Rate coverage: VoterMedia.org. Network, Lobby, file proposals US Proxy Exchange (USPX). Follow Corporate Governance on Twitter. Visit our corporate governance bookstore. 
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