Corporate Governance | CorpGov.net

James McRitchie, October 25, 2011 ,

Submit comments on posts through e-mail. Upcoming events I plan to attend:

I’m in Boston for May 27th for private conference but have time to meet interested parties on May 28th. Contact if interested in discussing corporate governance issues.
Corporate Governance in the “New Normal,” Millstein Governance Forum, NYC, 24-25 June. Preliminary agenda. Registration. 2011 coverage: more, more, more.
2013 ICGN Annual Conference & AGM NYC, 26-28 June. Registration. 2010 coverage.

Reach members of the corporate governance industrial complex. Your Ad Here, $50/month.

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Video Friday: Douglas Park on Corporate Governance

James McRitchie, May 17, 2013 ,

Alan Olsen interviewed corporate governance expert Douglas Park for his radio program, American Dreams: Keys to Life’s Success radio show. Each week expert guests join Alan as they discuss how to make businesses thrive during challenging economic times and overcoming adversity.

What is corporate governance and what should startups be doing to use it to their advantage? “Actively manage the relationship with the board” says Dr. Douglas Park or Rimon Law Group. “Prepare for board meetings, not only in terms of what’s going to go on in the board meeting but even before and after” Learn more from Dr. Park as he reviews how corporate governance can help or harm your company. Continue Reading →

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Fossil Fuel-Free Portfolios Wanted

James McRitchie, May 16, 2013 ,

Over half of sustainable, responsible, impact (SRI) investment industry professionals say that retail investors (65 percent) and institutional investors (53 percent) are currently expressing interest in fossil fuel-free portfolios in the face of growing signs of climate change, according to First Affirmative Financial Network’s Fossil Fuels Divestment Survey. Continue Reading →

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Goldman Sachs (GS): Vote for Proxy Access

James McRitchie, May 16, 2013 ,

Goldman Sachs ($GS) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/15/2013. I’ll check back and may post again on GS before the voting deadline, depending on developments. I voted with management 26% 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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Juniper Networks, Inc. (JNPR): Proxy Score 80%

James McRitchie, May 16, 2013 ,

Juniper Networks, Inc. ($JNPR) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013. I voted with management 80% 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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American Tower Corp (AMT): Proxy Score 100

James McRitchie, May 16, 2013 ,

American Tower Corp ($AMT) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013. I voted with management 100% 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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3D Systems Corporation (DDD): Proxy Score 90

James McRitchie, May 16, 2013 ,

3D Systems Corporation ($DDD) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/21/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/13/2013. I voted with management 90% 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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How I Voted: Union Pacific Corporation (UNP) – Proxy Score 56

James McRitchie, May 16, 2013 ,

Union Pacific Corporation ($UNP) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/16/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013. I voted with management 56% 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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iRobot Corporation (IRBT) Shareowners Should Vote for Proxy Access

James McRitchie, May 15, 2013 ,

iRobot Corporation ($IRBT) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/22/2013. ProxyDemocracy.org had collected the votes of no funds when I checked on 5/13/2013. I’ll check back and may post again on IRBT before the voting deadline. I voted with management 40% 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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My Notes from Ceres Conference 2013

James McRitchie, May 15, 2013 ,

Let’s just label these notes as “for entertainment purposes only.” Attending the conference was a real pleasure. Unfortunately, I was too busy catching up with people to take more than impressionistic notes at a few of the discussions. Prepare to be frightened about global climate change and our irresponsibly slow pace addressing the catastrophic consequences we are already beginning to see all around us. Save April 30 and May 1 for Ceres Conference 2014 in Boston. Continue Reading →

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Johnson & Johnson (JNJ) Responds to My Voting Advice

James McRitchie, May 14, 2013 ,

Guest Post from Douglas K. Chia, Assistant General Counsel & Corporate Secretary, Johnson & Johnson and formerly named a Rising Star of Corporate Governance by the Ira M. Millstein Center for Global Markets and Corporate Ownership. I wish a representative of every company would send such a thoughtful response to my voting advice. I’ve placed my response in italics.

Here are some points of clarification on your recent post, “How I Voted: Johnson & Johnson (JNJ) – Proxy Score – 76%” (April 23, 2013):

Continue Reading →

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How I Voted: Chipotle Mexican Grill (CMG) – Proxy Score 38

James McRitchie, May 14, 2013 ,

Chipotle Mexican Grill ($CMG) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/17/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/13/2013. I voted with management 38% 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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Maximizing Shareholder Value: The Workaround from Bartley J. Madden

James McRitchie, May 14, 2013 ,

One of my favorite independent thinkers is Lynn Stout. Last year I reviewed her excellent book, The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public, which makes the point that “U.S. corporate law does not, and never has, required directors of public corporations to maximize shareholder value.” I ended with the following:

I’d like to hear more from Stout on what should be done to incorporate prosocial needs into corporate governance. Don’t tell me self-selecting directors are blessed with a divine right to rule. Continue Reading →

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How I Voted: ITC Holdings Corp. (ITC) – Proxy Score 50%

James McRitchie, May 13, 2013 ,

ITC Holdings Corp. ($ITC) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/15/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/9/2013. I voted with management 50% 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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For Mother’s Day, Tell McDonald’s (MCD) to Stop Predatory Marketing to Kids

James McRitchie, May 11, 2013 ,

When it comes to fast-food marketing to children, McDonald’s ($MCD) is one of the worst offenders. For decades, the fast food giant has profited richly at a staggering cost to our children’s health.

Corporate Accountability International‘s latest initiative is rallying moms across the country to call on McDonald’s CEO Don Thompson to stop the corporation’s predatory marketing to kids. Join the action! Post this image today on Facebook, Twitter, Flickr, Pinterest, Instagram…wherever you hang out online. Don’t forget the hashtag #MomsNotLovinIt. Continue Reading →

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How I Voted: Morningstar (MORN) – Proxy Score 100%

James McRitchie, May 10, 2013 ,

Morningstar (MORN) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/14/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 5/9/2013. I voted with management 100% 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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How I Voted: Scripps Networks Interactive (SNI) – Proxy Score 25%

James McRitchie, May 10, 2013 ,

Scripps Networks Interactive, Inc. ($SNI) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/14/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 5/9/2013. I voted with management 25% of the time. View Proxy Statement (no hyperlinked index… no index at all). 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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SEC Pressed by CII to Revamp Executive Trading Plans

James McRitchie, May 10, 2013 ,

SEC Is Pressed to Revamp Executive Trading Plans. Letter from CII (May 9, 2013) suggests excess profits of executives is not coincidental. They suggest the SEC provide “interpretive guidance or amendments” to existing rules to prevent potential abuses. Continue Reading →

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ICGN June Conference: Challenging the Accepted Orthodoxy

James McRitchie, May 9, 2013 ,

I look forward to seeing many of you at ICGN‘s forthcoming Annual Conference, hosted by TIAA-CREF and taking place from 26^th-28^th June at the Grand Hyatt Hotel in New York. A summary agenda is accessible via this link for more information. Please visit the ICGN website where you can register. See my 2010 coverage. Continue Reading →

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How I Voted: 3M Co (MMM) – Proxy Score 47%

James McRitchie, May 8, 2013 ,

3M Co ($MMM) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/14/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 5/6/2013. I voted with management 47% 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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Corporate Governance and Responsible Investment Journalism Awards 2013

James McRitchie, May 8, 2013 ,

PIRC and Robbins Geller Rudman & Dowd LLP are pleased to announced that the Corporate Governance and Responsible Investment Journalism Awards 2013 are now open for entries. These awards are intended to recognise those journalists who are helping record and clearly explain the issues emerging in these vitally important areas. Continue Reading →

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$JPM, $HPT, $HPQ, $FE, $CVC Added to AFL-CIO Key Votes

James McRitchie, May 8, 2013 ,

The following director elections and management proposals have been added to the 2013 AFL-CIO Key Votes Survey. Complete list of the 2013 AFL-CIO Key Votes.

Director Elections /Management Proposals: “WITHHOLD” or “AGAINST” votes are consistent with the AFL-CIO Proxy Voting Guidelines. Continue Reading →

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Beyond Growth: Do Corporations Have Any Responsibility to Ensure Growth Helps the Majority?

James McRitchie, May 8, 2013 ,

Martin Hart-Landsberg

The following guest post is from Martin Hart-Landsberg, PhD who blogs at Reports from the Economic Front. I’m republishing his post (I added the subtitle to his Beyond Growth) because I believe those concerned with corporate governance need to look at corporations in context. Are corporations helping society or adding to its burdens?

Cross-posted at Reports from the Economic Front.

While newspapers give a lot of ink to arguments about whether reducing the budget deficit will boost or reduce growth, they seem to have little interest in the related issue of whether economic growth really benefits the great majority. Continue Reading →

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How I Voted: Marriott International Inc (MAR) – Proxy Score 93%

James McRitchie, May 7, 2013 ,

Marriott International Inc ($MAR) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/10/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/3/2013. I voted with management 93% 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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Harvard Club of San Francisco: Sustainable & Responsible Investment

James McRitchie, May 6, 2013 ,

Patricia Farrar-Rivas, Jean Rogers, NinaGardner

Guest Post from Helene Marsh, Harvard College, A.B. ’82.

Jean Rogers

On April 30, 2013, the Harvard Club of San Francisco hosted an event on Sustainable and Responsible Investing to raise the level of understanding of this topic and to create awareness of the efforts of the Responsible Investment at Harvard Coalition. Continue Reading →

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Proxy Access at Bank of America May 8th

James McRitchie, May 6, 2013 ,

Re opposition to John Harrington’s proxy access proposal at Bank of America ($BAC), based on language that I helped develop. For background, see Bank of America (BAC) Faces Proxy Access on May 8th. I hope opponents will reconsider. From one analysis recommending a vote against:

While this amount ($660 million) is significant in absolute terms, shareholders may have divergent views on whether it constitutes a meaningful ownership interest for the purpose of nominating board candidates. Historical voting results show little investor support for proposed access rights with low ownership thresholds, particularly when such thresholds fall well below the 3 percent threshold adopted by the SEC in its now-vacated proxy access rule. (my emphasis and addition of the $660M figure) Continue Reading →

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How I Voted: Ford (F) – Proxy Score 64%

James McRitchie, May 6, 2013 ,

Ford ($F) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/9/2013. ProxyDemocracy.org had collected the votes of four funds when I checked on 5/3/2013. I voted with management 64% 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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How I Voted: Dow Chemical Company (DOW) – Proxy Score 69%

James McRitchie, May 6, 2013 ,

Dow Chemical Company ($DOW) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/9/2013. ProxyDemocracy.org had collected the votes of two funds when I checked on 5/3/2013. I voted with management 69% 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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Taking Back Our Co-ops and Credit Unions

James McRitchie, May 4, 2013 ,

Just announced at Coast Capital’s AGM on Tuesday night — the resolution to regain member control of director pay (which was opposed by the directors) passed with over 79% of the vote. Here are some links: Continue Reading →

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Deadline for NACD Directorship 100 Extended

James McRitchie, May 4, 2013 ,

The deadline to submit nominations for the 2013 NACD Directorship 100 has been extended. Take a moment to nominate the most influential individuals in and around the boardroom for 2013 NACD Directorship 100, Director of the Year, and B. Kenneth West Lifetime Achievement honors before nominations close May 10. Submit Nomination.

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1,788 Upcoming Annual Meetings in May

James McRitchie, May 3, 2013 ,

Operating as CookESG Research, Jackie Cook specializes in securities-related corporate disclosure analysis, particularly with respect to environmental and governance issues.

We’ve updated our handy list of upcoming annual general meetings thanks to CookESG Research.
Continue Reading →

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Happy 11th Anniversary to TheCorporateCounsel.net/Blog

James McRitchie, May 3, 2013 ,

Broc Romanek has been blogging for 11 years as of today. As he said yesterday, “it takes stamina and boldness to blog for so long.”

His is the one news source I check every day. TheCorporateCounsel.net is central to those in the corporate governance industrial complex.

Congratulations Broc. Your posts are succinct and informative with just the right amount of quirkiness for readers to appreciate the real person behind the curtain. Broc is a passionate provider of practical guidance on legal issues involving corporate and securities regulation and corporate governance practices. Continue Reading →

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Video Friday: Milken Institute Discussion on Shareowner Activism

James McRitchie, May 3, 2013 ,

Shareholders are demanding more from managements and boards – not just as overseers, but in an effort to increase the value of the enterprise. Amid the backdrop of record-low interest rates, pent-up M&A demand and stacks of cash on corporate balance sheets, these activists are being backed by new capital. In addition, more companies are working with activist investors to identify opportunities to create and unlock substantial shareholder value. A recent panel at the Milken Institute explored the rise of investor engagement and its impact on all stakeholders. Continue Reading →

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Turnkey Governance Problematic at Northern Lights

James McRitchie, May 2, 2013 ,

Some trusts are created as turnkey mutual fund operations that launch numerous funds to be managed by different unaffiliated advisers and overseen by a single board of trustees. The federal securities laws require all mutual fund directors to evaluate and approve a fund’s contract with its investment adviser, and the funds must report back to shareholders about the material factors considered by the directors in making these decisions. The SEC Enforcement Division’s Asset Management Unit has been taking a widespread look into the investment advisory contract renewal process and fee arrangements in the fund industry. Continue Reading →

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Bank of America (BAC) Faces Proxy Access on May 8th

James McRitchie, May 1, 2013 ,

John Harrington, of Harrington Investments, will present his proposal on proxy access at the upcoming Bank of America (BAC) meeting on May 8th in Charlotte, North Carolina. It will be the first time language modified to provide a floor for retail nominators of at least 1/2% will be voted on.

That modification was made in an attempt to win over proxy advisors who were concerned the previous version could theoretically allow retail shareowners with as little as $100,000 in equity to nominate directors. Under the revised proposal, the minimum threshold for a nominating group under provision 1(a) at BAC is approximately $1.3B and under provision 1(b) is approximately $666M. Under either option, that is a substantial investment. Continue Reading →

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