- Is Silicon Valley Different?: Conversation with Delaware Vice Chancellor J. Travis Laster, March 10 evening, Stanford Rock Center. Come explore the ”evolution” of traditional governance.
- Moving Day: Taking Out the Founder, SVDX/Stanford Rock Center, March 20 morning. “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.”
- Millstein Governance Forum, June 12-13, 2014, NYC. Registration forthcoming.
Recommended this week. TK Kerstetter, Chairman, NYSE Governance Services – Corporate Board Member Scott Cutler, EVP, NYSE discuss Director Orientation & Onboarding on their 3/16/2014 show “This Week in the Boardroom” Continue Reading →
Berry Plastics Group $BERY is one of the stocks in my portfolio. Their annual meeting is coming up on 3/11/2014. ProxyDemocracy.org was back up and running and had collected the votes of one fund when I checked and voted on 3/5/2014. I voted with management 25% of the time. View Proxy Statement. Continue Reading →
Directors&Boards is one of our “stakeholders.” No, that doesn’t mean they own part of us or that we own part of them and it doesn’t mean we always agree with each other. But they are included in our primary reference groups, those who contribute regularly to our “vocabulary of meaning.” The current edition begins to address two topics that need more attention. Continue Reading →
The thesis of this book argues that national corporate governance is extremely important for societies. Recently many scholars have said that a convergence of corporate governance is inevitable. We believe that it is true but like Mark Twain said “the reports of my death are greatly exaggerated.” We show that although there is some convergence, national law of corporate governance is thriving. We also believe that it is necessary for the identity of each country. The reason that national diversity in corporate governance is still widespread is because of the history, philosophy and economy of each county as shown in its cultural heritage, and which it gives its identity. The cultural heritage in each state is identifiable in the company law and corporate governance codes. We consider that this is crucial for the well being of democratic nations. Convergence in corporate governance is a threat to ordered commercial regulations because of the power of the preeminent economic paradigm in the West which is the neo-liberal model. The neo-liberal agenda that predicates deregulation, privatisation and the liberalisation of markets is moulding many jurisdictions into an Anglo- American model of corporate governance which is dangerous for a number of reasons: Continue Reading →
Following the success of the inaugural Geneva Summit on Sustainable Finance, the Geneva Finance Research Institute and the Institute For Environmental Sciences of the University of Geneva together with Sustainable Finance Geneva are pleased to announce the 2nd Geneva Summit on Sustainable Finance, which will be held on November 27th, 2014 at the University of Geneva in Switzerland. Press release follows: Continue Reading →
Joseph Dear, a politically savvy chief investment officer who helped steer CalPERS through the aftermath of the stock market crash and a bribery scandal, died Wednesday of prostate cancer. (CalPERS chief investment officer dies, Sacramento Bee, 2/26/2014)
Joe Dear, the former head of the Washington State Investment Board and past Chief of Staff for Washington State Governor Gary Locke, has died of prostate cancer at the age of 62. (Former Washington State Investment Board chief Joe Dear dies at 62, GeekWire, 2/27/2014) Continue Reading →
Janet Dine qualified as a barrister in 1973 and practiced at the English Bar. In 1978 she became a lecturer at King’s College London until moving to Essex in 1992. From 1987-9 she was a Senior Research Fellow at the Institute of Advanced Legal Studies and remains a Senior Fellow of the Institute. From 1992-3 she was appointed by the UK Treasury as a Commissioner for Friendly Societies. In 1999-2000 she assisted in a TACIS project, helping to draft Russian Law on company reorgnisations and liquidations.
YouTube presentation uploaded on Dec 17, 2013 Continue Reading →
The Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School is now accepting nominations for the annual Rising Star of Corporate Governance Awards. I’ve nominate several but only one made the cut. Competition is getting tougher every year as interest in corporate governance increases. Continue Reading →
This slim but informative volume contains contributions from practitioners, policy-makers, principle-setters, advocacy groups and researchers on gender balance in the boardroom, the outcomes of the Norwegian quota law and its snowball effects in other countries. The book came out of a Think Tank organized in Oslo in March 2011. The Norwegian quota law demanded a minimum share of either gender of 40% on boards of publicly listed companies, about 1500 corporations as of January 2008.
Norway took a radical approach. The penalty for not meeting the quota was dissolution. No company took that chance. By any reasonable measure, the Norwegian law is a success. Has Norway’s example started a “wave effect” of momentum around the world? I think so, although Norway had a head start over most countries because they already had a strong base of human rights. Continue Reading →
The Investor Responsibility Research Center Institute (IRRCi) deadline approaches for its third annual competition for research that examines the interaction of the real economy with investment theory. Two papers – one academic and one practitioner – each will receive the 2014 IRRC Institute Research Award along with a $10,000 award. Continue Reading →
Shareholder-owned corporations were the central pillars of the US economy in the twentieth century. Due to the success of the shareholder value movement and the widespread “Nikefication” of production, however, public corporations have become less concentrated, less integrated, less interconnected at the top, shorter-lived, and less prevalent since the turn of the twenty-first Continue Reading →
Apple Inc. (NASD:AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/28/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/19/2014, so no voting advice there. I checked a few other sources such as CalPERS, Florida SBA and OTPP but none had disclosed their votes on their sites as of yesterday. I voted with 89% of the Board’s recommendations. View Apple’s Proxy Statement. Continue Reading →
Testimony of James McRitchie
As the Harold Stassen of CalPERS, having run for the Board more times unsuccessfully than anyone else, I have some experience with the governing rules and favor the actions recommended by staff but with additional improvements to recommendation 2, CEO Certification. Continue Reading →
Whole Foods Market, Inc. $WFM is one of the stocks in my portfolio. Their annual meeting is coming up on 2/24/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/16/2013, so no voting advice there. Fortunately, I did get some help from PIRC. I voted with management 75% of the time. View Proxy Statement. Continue Reading →
The “MyShares” App is a must have for shareholders, IR departments and consultancy firms of publicly listed companies across Europe and the US. Browse through the latest key corporate documents relating to the Annual / Extraordinary general meetings of listed companies across main indices. Continue Reading →
The Dodd-Frank act created a new permanent Investor Advisory Committee (SEC-IAC) to consult with and advise the SEC on matters, such as making recommendations to Congress for legislative changes on the regulation of securities products, trading strategies and fee structures, the effectiveness of disclosures, and other investor protection initiatives. The IAC is comprised of the head of a newly created Office of the Investor Advocate, a representative of senior citizens, a representative of state securities commissions, and 10 to 20 representatives of individual and institutional investors appointed by the SEC. Almost two years after establishing the new SEC-IAC, Rick A. Fleming has been named as the first head of the agency’s Office of the Investor Advocate (OIA). Continue Reading →
The Rock Center for Corporate Governance and the NACD Northern California Chapter hosted a conversation between Professor Joe Grundfest and dragon slayer Anne Simpson, Director of Corporate Governance at CalPERS, about how Apple and CalPERS ended up on the same side in a shareholder activism showdown. Continue Reading →
Guest Post: Miguel Carrasco – Managing Director and proxy solicitation consultant at Proxycensus Ltd specializing in issues relating to information transmittal, social media technology in IR and the technicalities of the cross border voting process.
CorpGov.net publisher/shareowner activist, James McRitchie in the news.
- Shareholders push for more say over board members (WSJ’s MarketWatch), on proxy access proposals at Bank of America, Citigroup and Goldman Sachs.
- Sued again for daring to file proxy proposals, EMC sues shareholder activists over bid to separate CEO, chairman roles (Boston Business Journal). They lost their ‘no-action’ request with the SEC. Now they are trying to get me to spend more than it is worth defending my proposal. Continue Reading →
I was delighted to see the influential trade publication, Pensions&Investments, endorse a petition to the SEC sent by the Council of Institutional Investors to amend its rules to allow a complete list of board candidates to be included in corporate proxies. (Better Way to Elect Directors, 2/3/2014: subscribe) Continue Reading →
This video uses a bicycle ride (perhaps a marathon?) to point out key milestones in UK corporate governance in recent years. I’d love to see something similar for the US but American’s should be able to relate to the UK experience. For more information download the FTSE 350 Corporate Governance Review 2013. Continue Reading →
The $CSPI annual shareowners meeting is coming up February 11, 2014, so there isn’t much time to vote. Since most readers are not familiar with this obscure company, I’ll start with a description from GMI Ratings:
CSP Inc. (CSPI) along with its subsidiaries, develops and markets information technology (IT) integration solutions and high-performance cluster computer systems. The Company operates in two segments: Systems segment and Service and System Integration segment. The Systems segment consists primarily of CSPI’s MultiComputer Division (the MultiComputer Division), which designs and manufactures commercial Continue Reading →
Guest Post: Adam J. Epstein is a NACD Board Leadership Fellow, the small-cap contributing editor to Directorship magazine, and advises small-cap boards through his firm, Third Creek Advisors. He is the author of The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies (McGraw-Hill, 2012). A version of this article first appeared in the Jan/Feb ’14 issue of Directorship magazine. Mr. Epstein can be reached at firstname.lastname@example.org. More from Epstein on CorpGov.net.
Much is said and written about initial public offerings in this country from seemingly every possible angle. Interestingly, though, there is an equally important financing ecosystem in the U.S. capital markets that is similar in size to and sometimes even larger than the IPO market, about which comparatively little is said or written. Continue Reading →
Below are notes I took during the afternoon 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.
If you are a director or candidate, investor, senior corporate officer, board or management advisor, academic, or are in some way part of the corporate governance industrial complex or want to be, I hope to see you there January 25-27, 2015. If you attended the Forum this year and have ideas for articles you would like to see or to write for CorpGov.net, please email me your ideas or drafts. Part 1. 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 →
The UBC Faculty of Law welcomed its fourth Fasken Martineau Visiting Senior Scholar, Professor Margaret Blair. Professor Blair is an economist who focuses on management law and finance. Her current research focuses on five areas: team production and the legal structure of business organizations, legal issues in the governance of supply chains, the role of private sector governance arrangements in contract enforcement, the legal concept of corporate “personhood,” the historical treatment of corporations by the Supreme Court, and the problem of excessive leverage in financial markets.
Webcast sponsored by the Irving K. Barber Learning Centre and hosted by the Faculty of Law at the University of British Columbia. It has become part of the accepted corporate governance wisdom in the U.S., as well as in numerous other countries, that boards of directors of publicly-traded corporations Continue Reading →
Despite the Apple Board’s best effort to obtain a “no-action” letter to exclude my proxy access proposal, it is included among the items to be voted on at or before the annual meeting to be held on February 28 at our Company’s principal executive offices in Cupertino, CA. See Apple’s proxy, Proxy Proposal 11, ‘Proxy Access for Shareholders’ on page 63. (A minor gripe – why doesn’t Apple provide a linked index to our proxy so that shareholders can easily flip to the subject they are looking for? Let’s hope part of their strategy isn’t making it too hard to analyze the issues and vote.)
Here’s the thrust of my argument. We need directors who can address the big money pile – not with short-term buyback strategies that facilitate extraction of value but with long-term strategies that create value. Investing $150B in Treasuries or money markets is not efficient use of our money. The returns of Google Ventures, for example, are far above the industry’s mean. There is no reason why Apple couldn’t also put our money to good use though an Apple Ventures type of vehicle or through a revamped and enhanced Blue Sky program. Continue Reading →
California State Teachers’ Retirement System (CalSTRS) Chief Executive Officer Jack Ehnes issued the following statement on the Legislature’s announcement of a plan to move forward with legislation, to be amended in Assembly Bill 611, to close the $71 billion CalSTRS funding shortfall: Continue Reading →
Some have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access). According to a recent article in the WSJ, the longtime consumer advocate is now putting together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →
Corporation Nation (Haney Foundation Series) by Robert E. Wright delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history.
Despite protests that corporations were potentially corrupting, U.S. state governments early on combined to charter more corporations per capita than any other nation—including Britain—effectively making the United States a “corporation nation.” Robert E. Wright traces the shift in corporate governance from relatively self-governing business republics to the much more regulated entities we are familiar with today. Continue Reading →
The Institute for New Economic Thinking has a mission to nurture a global community of next-generation economic leaders, to provoke new economic thinking, and to inspire the economics profession to engage the challenges of the 21st century. Learn more about the Institute. Read their research papers. Check out their Blog. Join their mailing list.
In the video below, Bill Lazonick talks about government’s historic involvement in the economy and the role of workers. Executives say workers are their most important assets but Lazonick reminds us they are not on the balance sheet; we abolished slavery long ago. Since the 1980s, there has been less emphasis on investing in workers. The ideology of ‘shareholder value’ actually has influenced how business allocates profits. Continue Reading →
Guest post from Amanda Biggs, web manager and governance writer. By participating in the expansion of the Leading Boards portal for boards of directors, she has specialized on issues concerning the arrival of technology inside the boardroom.
All through the last decade new technology solutions and tools have moved from being non-existent to becoming a “must have” for many directors worldwide. Indeed, research and development led to “board portals” which are adapted to the boardrooms’ needs and have become be necessary for the modern challenges that boards face concerning workflow and management. The advent of the iPad with its mobile Continue Reading →
On January 14th I attended another great event at the Rock Center for Corporate Governance. It was a dialogue between Professor Dan Siciliano, Faculty Director of the Rock Center and Brad Stone, author of The Everything Store: Jeff Bezos and the Age of Amazon. There was plenty of opportunity for audience participation… many getting in two questions. Continue Reading →
Costco Wholesale Corporation $COST is one of the stocks in my portfolio. Their annual meeting is coming up on 1/30/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 1/19/2014 (They now show five). I voted with management 25% of the time. View Proxy Statement. Continue Reading →