Events James McRitchie Will Attend:

Relevant comments on corporate governance posted after screening. Corporate governance definedSend content recommendations. Traveling? I’ll give you $25 to try AirBnB.

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Shell ‘Welcomes’ Resolution on Climate Change

Shell old logoLAPFFThe Local Authority Pension Fund Forum (LAPFF) recently welcomed the decision by Royal Dutch Shell’s Board of Directors to recommend support for the ‘Aiming for A’ shareholder resolution submitted by a coalition of shareholders including the Forum, CCLA, Rathbone Greenbank Investments and the Church Investors Group.

In a letter to the investor coalition advising of its decision Shell said: Continue Reading →

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Video Friday: Rise of Controlled Corporations

Rock Center for Corporate GovernanceOn January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.

With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →

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Unions Launch Global Proxy Review 2014

CWC Global Proxy ReviewThe 4th annual Global Proxy Review has now been published by the Global Unions Committee on Workers’ Capital (CWC), a joint initiative of the International Trade Union Confederation, Trade Union Advisory Committee to the OECD and Global Unions Federation.

The report and interactive website encourages investors to take an active role in proxy voting oversight for global equity portfolios. Readers will learn how to take active role in proxy voting oversight for global equity portfolios. Continue Reading →

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Citizens United: Five Years Later

Citizens United and Pay 2 PlayFive years ago today the US Supreme Court held that corporations could spend unlimited  funds on election campaigns in their decision, Citizens United v. Federal Election Commission. Last night I joined about 100 people a local showing of Pay 2 Play: Democracy’s High Stakes.  I highly recommend it. See the film with a group and leave plenty of time to talk what you can do to overturn the impact. The film suggests a number of reasonable solutions but as I have discussed before, the Court’s decision gave investors a special role.

Justice Kennedy’s majority opinion justifies the Supreme Court’s decision by pointing to the Internet. Continue Reading →

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Living With Activist Shareholders: SVDX & Stanford’s Rock Center for Corporate Governance

Living With Activist Shareholders

Living With Activist Shareholders

Living With Activist Shareholders, As Advertised: Activist shareholders are pushing their agenda in corporate America. Today’s public company can be a target of an activist hedge fund regardless of size, performance or relative success.

Boards now need to be activists, too. How can board agendas address likely shareholder concerns? How should public companies engage most effectively with their stockholders?

The experienced panel, put together by the Silicon Valley Directors’ Exchange (SVDX)  discussed what to expect for 2015 in activist campaigns and shareholder engagement, as well as what activism means for board strategy, leadership and culture. Continue Reading →

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SEC Withdraws No-Action: Rule 14a-8(i)(9) Suspended

Seal of SEC

The SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Shareowners at Whole Foods Market and at many other companies have scored a huge victory.

Last Friday the SEC issued the following:

Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals

Chair Mary Jo White

Jan. 16, 2015 The Commission’s proxy rules enable shareholders to submit proposals for inclusion in a company’s proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions.  One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that “directly conflicts” with a management proposal.  Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.

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Video Friday: Corporate Inversions

Corporate Inversions

Corporate Inversions: Tax Hortons

On October 14, 2014, Stanford Law School’s Arthur and Toni Rembe Rock Center for Corporate Governance hosted the discussion “Corporate Inversions: Desertion or Value Maximization?”

Unfortunately, I missed this one but at least the Center caught it on video. Now we can watch at our leisure.

Thanks again to Authur and Toni Rembe Rock for a great Center.

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SEC Creates Turmoil with Whole Foods No Action on Proxy Access

Proxy Access (P&I)

Pensions & Investments

Apologies to those tired of reading about the issue of proxy access at Whole Foods. However, the SEC’s no action letter is a real watershed moment in the long struggle for proxy access, which began in earnest for me with a rulemaking petition in August 2002 but which others have been puruing for decades. Last Friday I received a letters from the Council of Institutional Investors (CII) and the Marco Consulting Group Trust in support of my December 23, 2014 appeal. (See below or CII site.

I am delighted to see the growing concern and support from investors for my appeal. As has been pointed out in the press, we are now witnessing the beginning of an avalanche of copycat filings. See Continue Reading →

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CII Requests Change to Whole Foods Proposal

CIIThe Counsel of Institutional Investors (CII) took a very strong stand yesterday, asking Whole Foods Market to amend its proxy access proposal to conform with the “3 percent for three years” standard applicable to groups.

Whole Foods appears to have generated their proposal in direct response to mine in order to obtain a no-action letter from the SEC under Rule 14a-8(i)(9). As reported earlier, I appealed the SEC’s decision on Whole Foods to the full Commission.  Continue Reading →

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Introducing CSR Finance Institute

CSR Finance Institute

Dr. Michael Hopkins

Dr. Michael Hopkins

The Following is a guest post from Dr. Michael Hopkins,  Chair and Partner of MHC International Ltd (MHCi) a research and advisory company on CSR, employment and development. CSRFI is an MHCI subsidiary focusing upon CSR/Sustainability teaching and training. He has worked in and with the corporate sector, the United Nations, Academia and has held a number of professorships. Continue Reading →

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Last Day for Early Registration: Directors Forum 2015, San Diego

Directors ForumSign up today for the 10th anniversary, Directors Forum: Directors, Management & Shareholders in Dialogue, which brings together a unique blend of institutional investors, directors, management, regulators, consultants and contractors in an intimate setting designed for genuine access and interaction between speakers and attendees. January 25 – 27, 2015 in beautiful San Diego.

I attend several events each year that attempt to bring members of the corporate governance industrial complex together. This is definitely one of the best. I hope to see you there to discuss some of the most important issues in corporate governance.
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