Comments submitted via e-mail will be posted after screening. Shareholder meeting dates and boardroom software links updated.  Upcoming Events I will attend:

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Talk is Cheap: The Board’s Role in an Ethical Culture

SVDXAs Advertised: Board resolve can be critical to the development of an effective ethical culture — defined as the values that inform the behavior toward the organization’s stakeholders. Features of an ethical culture will be examined, along with its value to the bottom line, company brand and reputation. Examples of effective board involvement will also be explored, that still hold management responsible for operational execution and performance. Continue Reading →

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Many Boards Moving Ahead on Environmental and Social Issues

IRRCiCorporate boards are  exceeding legal oversight requirements on environmental and social issues, with more than half of S&P 500 companies providing board level oversight of environmental and/or social issues above and beyond that required by law. Board Oversight of Sustainability Issues finds that many industries subject to scrutiny - paper, forestry, healthcare, utility companies – are among the most  likely to have board oversight of sustainability issues. But, the retail sector lags despite criticism for recycling and labor and human rights practices.  Continue Reading →

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International Business Machines Corp. (IBM): How I Voted – Proxy Score 75

IBMInternational Business Machines Corp. $IBM, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/29/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/22/2014.  I voted with management 75% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Kellogg Company (K): How I Voted – Proxy Score 78

kelloggKellogg Company $K, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/25/2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 4/21/2014.  I voted with management 78% of the time.  View Proxy Statement.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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NCR Corporation (NCR): How I Voted – Proxy Score 40

NCRThe NCR Corporations $NCR, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 4/18/2014.  I voted with management 40% of the time. View Proxy Statement. Why no index with no links? That seems so basic. Perhaps NCR doesn’t want to make reading the proxy easy? Continue Reading →
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Video Friday: Things Will Go Better at Coke With an Independent Chair

CorpGov.net publisher, James McRitchie presents proposal #5 for the 2014 annual meeting of shareowners, which requests the Board of The Coca-Cola Company move prospectively to an independent board chair.

To see how I voted on the rest of the issues, click on The Coca-Cola Company (KO): How I Voted – Proxy Score 63 – Things Go Better With a Split CEO/Chair.

 

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Contest: Foxhole of the Year Award

Peabodyno-entryAnnouncing 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 →

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The Coca-Cola Company (KO): How I Voted – Proxy Score 63 – Things Go Better With a Split CEO/Chair

CokeThe Coca-Cola Company $KO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/15/2014.  I voted with management 63% of the time.  View Proxy Statement, which by the way is very nice and user friendly. See 18 Cool Things about the proxy.

Warning: Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime) Continue Reading →

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Citigroup Inc (C): How I Voted – Proxy Score 33

citigroupCitigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014.  I voted with management 33% of the time.  View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →

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Bio-Rad Laboratories (BIO): How I Voted – Proxy Score 20

Bio-RadBio-Rad Laboratories, $BIO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 4/14/2014.  I voted with management 20% of the time.  View Proxy Statement. It is hard to believe but BIO not only doesn’t include a linked index, they don’t include an index or table of contents at all. Why make review ing the proxy so difficult? Continue Reading →

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Take Action: Quick Bites on Corporate Governance – Tell Me More

RalphNaderThe BBC reports Activist Ralph Nader wants you to get paid. Apparently, our Take Action: Join Nader’s Penny Brigade didn’t take hold.

BBC CAPITAL: This year, you’ve taken steps to get the Penny Brigade idea off the ground. You want 15 to 20 advocates for good company behaviour to provide setting-up costs for a watchdog foundation, right? You have personally pledged 1% of your net worth, or roughly $50,000, in each of the next three years. What are your next steps? Continue Reading →

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Video Friday: Join the Movement for Fair Equity Trading

iexIEX is the first equity trading venue owned exclusively by a consortium of buy-side investors, including mutual funds, hedge funds, and family offices. Dedicated to institutionalizing fairness in the markets, IEX will provide a more balanced marketplace via simplified market structure design and cutting-edge technology. IEX offers a fair-access platform to any qualified broker dealer. IEX is driven by a team of cross-industry experts with backgrounds spanning market venues, electronic trading, and broker-dealers. Continue Reading →

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Take Action: Vote Proxy Access at Citigroup (C)

citigroupThe deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.

The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates.  The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →

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Guest Post: Stay Informed with Jurify’s Free Corporate Governance Database

NicoleJassoLopez

Nicole Jasso Lopez

Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments. 

Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming.  And corporate governance is a particularly challenging area to navigate.  It is a patchwork of trends, best practices, successes and missteps supported and directed by a framework of federal and state law and rules of self-regulatory organizations, like the NYSE and Nasdaq. Continue Reading →

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SEC Seeks Comment on IAC Recommendation on Target Date Funds: IAC to Meet April 10th

SECThe Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from the Investor as Purchaser Subcommittee regarding crowdfunding regulations. Public portions are webcast. Continue Reading →

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Guest Post: Meet… James McRitchie, CorpGov.Net

MikeTyrrell at Work

Mike Tyrrell

James McRitchie

James McRitchie

Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development.  He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net.  Continue Reading →

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SEC Commissioner Wants to Muzzle Shareowners

DanielGallagherIn a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance.

Gallagher opened his attack by stating,

 Activist investors and corporate gadflies have used these loose rules to hijack the shareholder proposal system. Continue Reading →

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SEBI’s New Disclosure Guidelines for Mutual Funds

InGovernimagesGuest post from Shriram Subramanian, founder of InGovern Research Services with the objective of facilitating shareholder activism by institutional investors and thereby enhancing corporate governance in India. Proxy Advisory Services, Corporate Governance Research, Risk Monitoring, and Proxy Services. India’s SEBI, through a circular dated March 24th, 2014, released a new set of disclosure guidelines to be followed by mutual funds. These guidelines will be applicable from April 1st, 2014. Some of the important guidelines are: Continue Reading →
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Video Friday: SEBI vs Companies Act, 2013

SebiI don’t follow corporate governance in India as much as I would like but this video explains some recent reforms too important to ignore.

To exhort listed companies and their top executives to follow ‘good business practices’, regulator Sebi cleared new corporate governance norms that require them to justify CEO salaries, put in place whistle-blower policies and have orderly succession plans.  Continue Reading →

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Moving Day: Taking Out the Founder

SVDX

Networking; big part of program

Networking; big part of program

As Advertised

A passionate, visionary founder has the start-up organized and funded and captured first customers, but does not have the experience (or skill set) to scale the company to a liquidity event. The need to move the founder from CEO to an executive technical position or “just” a member of the board and an investor is more the rule than the exception in Silicon Valley. Unfortunately, this transition is often badly handled, turning the founder from a major asset to a bruised critic at best, and a passive aggressive saboteur of the CEO at worst. This program will focus on the planning and execution that can make this transition a positive one for all stakeholders. Continue Reading →

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SRI Funds & Advisors Send Open Letters on Lawsuits Against Shareholders

SRIIt is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →

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Video Friday: Quadruple Feature Thanks to CorporateAffairs.tv

BrocRomanekBroc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having fun. We’re too often in jobs or situations where there is far too little of that.

In the education category, a couple of my favorites include Birth of the Securities Act of 1933 and Shareholder Proposals: Who Submits Them? Continue Reading →

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3 Victories in a Row for Shareowner Rights: CMG Still Bumbling

EMCcmgThanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our proposal failed to comply with SEC Rule 14a-8 requirements for submitting a proposal.

In the briefest decision yet, Judge William J. Martinez, United States District of Colorado, issued the following on March 14, 2014: Continue Reading →

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Video Friday: CorporateAffairs.tv

TheCorporateCounselOnce again, demonstrating that learning can be fun, Broc Romanek recently announced the launch of his newest site - CorporateAffairs.tv! Well before Dave Lynn & Broc dabbled in silly videos years ago, he’s wanted to build a site focusing solely on video. CorporateAffairs.tv provides free videos – all of them short in length – that fall within one of three categories: educational, news or entertainment. And he built the site himself! Continue Reading →

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