Author Archive | James McRitchie

OECD’s Draft Updated Principles Support Proxy Access

OECDThe OECD is inviting public comment on its draft updated Principles of Corporate Governance – last updated in 2004. These principles (first published in 1999) have long been among the most influential sources of corporate governance guidelines for regulators, stock exchanges, investors and companies world-wide, and continue to be referenced as a benchmark for good governance practices.

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Yvan Allaire: Shareholder Activism & Long-Term Value

Dr. Yvan Allaire

Dr. Yvan Allaire

In case you missed it last weekend, Donna Dabney, Executive Director of the Governance Center at The Conference Board posted this November 14th presentation by  Dr. Yvan Allaire presented at the Annual Meeting of The Conference Board Governance Center. His talk was titled Do activist interventions create long term shareholder value?

Allaire reviews a lot of studies and basically disputes the contention that activist interventions lead to long-term shareholder value. While I find his arguments compelling, what we really need in research going forward is much more nuanced than what his overview provides. Yes, I yield to the point that most shareholder activism doesn’t move in the direction I would like. For example, transferring wealth from employees and debt holders to shareholders only aggravates wealth disparity. Agreed – reducing cash, investment and R&D seem more likely to the hurt long-run prospects of a company. Continue Reading →

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Sustainable, Responsible, Impact Investing: Part 6

Sustainable, Responsible, Impact InvestingThis is the last in a multi-part series on the main program of the 25th annual SRI Conference on Sustainable, Responsible, Impact Investing held November 9–11, 2014 at The Broadmoor in Colorado Springs. See also Video Friday: What is Sustainable, Responsible, Impact Investing?Violating Indigenous Peoples’ Rights Increases Industry RisksSurveys: Nonprofit Board Members & SRI 2014 Conference Attendees25th Annual Conference on Sustainable, Responsible, Impact Investing, Part 1, Part 2, Part 3, Part 4 and Part 5. The Agenda page of the Conference site now has links to video, audio and presentation slides. Be sure to mark your calendar for November 3-5, 2015. Don’t miss it. Continue Reading →

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California Women Business Leaders: Discrimination Continues

stop discrimination nowUCD Study California Women Business LeadersThe rewards of corporate leadership accrue faster for men. Not only do women hold just one in nine of the executive and board positions in California’s top 400 public companies, an annual University of California, Davis, study shows that that the women in top executive roles are not being promoted to the highest levels, and earn less than their male counterparts.

Overall, women hold 11.5 percent of the highest-paid executive positions and board seats in the state’s 400 largest public companies — a 0.6 percent increase over last year, according to the UC Davis Study of California Women Business Leaders. The UC Davis Graduate School of Management has found an essentially flat trend line during the decade it has tracked the representation of women in these key decision-making roles. Together, the 400 companies represent more than $4.5 trillion in stock market value, up more than 30 percent over last year. Continue Reading →

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Silicon Valley Corporate Governance & Gender Diversity

Fenwick & West LLPFenwick & West, one of the Silicon Valley’s premier law firms serving technology, venture capital and life sciences companies, released its Corporate Governance Survey and its adjunct Gender Diversity Survey. The surveys cover more than a decade of governance and leadership trends comparing companies in the S&P 100 and their relatively smaller and younger counterparts in the Silicon Valley 150 (SV 150), which are concentrated in the technology and life sciences industries. Continue Reading →

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United Natural Foods (UNFI) – Proxy Score 82

UNFIUnited Natural Foods, Inc. (UNFI) , which distributes and retails natural, organic, and specialty foods, as well as non-food products primarily in the United States and Canada, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/17/2014. ProxyDemocracy.org was down when I checked and voted on 12/14/2014. I hope they are able to obtain continued funding to keep the site going. If anyone would like to make a tax deductible contribution to that effort, please email Andy Eggers, cc James McRitchie (I’ll match whatever you contribute up to $2,500). I voted with management 82% of the time and assigned them a proxy score of 82.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the United Natural Foods 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Sustainable, Responsible, Impact Investing: Part 5

Sustainable, Responsible, Impact InvestingThis is the fifth in a multi-part series on the main program of the 25th annual SRI Conference on Sustainable, Responsible, Impact Investing held November 9–11, 2014 at The Broadmoor in Colorado Springs. See also Video Friday: What is Sustainable, Responsible, Impact Investing?Violating Indigenous Peoples’ Rights Increases Industry RisksSurveys: Nonprofit Board Members & SRI 2014 Conference Attendees25th Annual Conference on Sustainable, Responsible, Impact Investing Part 1, Part 2, Part 3, and Part 4. The Agenda page of the Conference site now has links to video, audio and presentation slides.  Continue Reading →

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Sustainable, Responsible, Impact Investing: Part 4

Sustainable, Responsible, Impact InvestingThis is the third in a multi-part series on the main program of the 25th annual SRI Conference on Sustainable, Responsible, Impact Investing held November 9–11, 2014 at The Broadmoor in Colorado Springs. See also Video Friday: What is Sustainable, Responsible, Impact Investing?Violating Indigenous Peoples’ Rights Increases Industry RisksSurveys: Nonprofit Board Members & SRI 2014 Conference Attendees25th Annual Conference on Sustainable, Responsible, Impact Investing, Part 1, Part 2, and Part 3. The Agenda page of the Conference site now has links to video, audio and presentation slides.

Building a Cleaner Future: Reducing Climate Change Before It’s Too Late

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Proxy Puts: Zombies of Corporate Governance

Proxy MosaicYikes! I thought they were dead but they’re back! A recent paper from Proxy Mosaic sheds light on another defense for entrenched zombie directors. I’m busy on other projects but recent developments reviving this device are certainly worthy of shareholder attention, so I’m just pasting clips from their paper below to give readers a general sense of direction. Hopefully, this will encourage several to read the full paper and participate further in discussions. Thanks to the experts at Proxy Mosaic. Continue Reading →

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Reed’s, Inc. (REED) – Proxy Score 43

Reed'sReed’s, Inc. (REED), which develops, manufactures, markets, and sells natural non-alcoholic carbonated soft drinks, kombucha, candies, and ice creams, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/12/2014. Reed’s is still too small to be covered by ProxyDemocracy.org.  I voted with management 43% of the time and assigned them a proxy score of 43.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Reed’s, Inc. 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Video Friday: Bob Tricker on Corporate Governance – Principles, Policies and Practices Part 2

Bob Tricker

Bob Tricker

We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most knowledgeable teacher. – James McRitchie, CorpGov.net.

Bob Tricker – Corporate Governance – principles, policies and practices OUHK Lecture 1 (part 3)

Large companies effect employees, whole towns, states and societies. Should the idea of large corporations be rethought so that they owe a responsibility to the larger society rather than just the board. Stakeholder ideas of the 1970s were rejected but are now back. Tricker goes through some of the corporate collapses of the 1980s. Bribes, murder, suicide and mayhem at Carrian Investments led to calls for governance codes. The first was the Cadbury Code.  Continue Reading →

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Road to Proxy Access Altered Again

Road to Proxy Access (Photo by Erik Johansson)

Road to Proxy Access (Photo by Erik Johansson)

… If the stockholder is to regard himself as a continuing part-owner of the business in which he has placed his money, he must be ready at times to act like a true owner and to make the decisions associated with ownership. If he wants his interests fully protected he must be willing to do something of his own to protect them. This requires a moderate amount of initiative and judgment.  – Benjamin Graham and David Dodd, Securities Valuation, 1934

The most fundamental means for shareholders to act like true owners is to help decide who will represent their interests on the board of directors. It is not so much independent directors that shareowners want, but directors who are dependent on our vote – accountable to us, not to the corporate managers they oversee on our behalf.  Obtaining the right to proxy access has been a long and perilous road.

On December 1, 2014, SEC staff effectively cut the road, giving a free pass to every group of entrenched board members and managers that seeks to prevent proxy access and direct accountability to shareowners.  Continue Reading →

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Guidewire Software (GWRE) – Proxy Score 33

GuidewireGuidewire Software Inc ($GWRE), which provides software products for property and casualty insurers, is one of the stocks in my portfolio. Their annual meeting is coming up on 12/4/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 12/1/2014. Sorry for the late post. Tomorrow is the last day to vote online. I voted with management 33% of the time and assigned them a proxy score of 33.

View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Guidewire Software 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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