Author Archive | James McRitchie

Research Design: Advance Proxy Vote Disclosers

P&I Proxy Voters Cartoon re fiduciary dutyAs I mentioned in yesterday’s post, Council of Institutional Investors Fall 2014 Conference: Meeting Availability, I’m encouraging a research project looking into the impact that funds announcing their proxy votes in advance have or can have. I’ve joined with Pensions&Investments in arguing funds have a fiduciary duty to make such advance proxy vote disclosures when that could influence the outcome. Now I want to see if that condition ever applies. Under what circumstances is advance disclosure likely to influence the outcome of corporate elections? Continue Reading →

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Council of Institutional Investors Fall 2014 Conference: Meeting Availability

CIIJames McRitchie, the publisher of Corporate Governance and one of three retail shareowners accused in the New York Times of holding Corporate America ‘hostage,’ will be in Los Angeles September 29 through October 1 attending the Council of Institutional Investors Fall 2014 Conference.Shareholders with big stick

I am eager to meet with readers to discuss activist corporate governance strategies and how we can work together. Outlined below are some projects I’m working on. If you’d like to discuss any of them or other possible areas for cooperation, please contact me prior to the conference. Additionally, I am always interested in guest posts. Reach out to thousands, especially our under-covered readers in Beijing and India.  Continue Reading →

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Valdes Death Marks End to an Era of Corruption at CalPERS

Charles P. Valdes, CSEA President, 1979-83Charles P. “Chuck” Valdes and I first met when he was the President of the California State Employees Association (CSEA) in 1979 or the early 1980s. California state employees had just won collective bargaining rights.  I was advocating that CSEA affiliate with SEIU to increase solidarity between state and private employees. I was struck by his free use of an expense account. My suspicions only grew over the years as I learned how he loved to be wined and dined. Years later, as the ethics officer for my department, I attended an ethics training for CalPERS board members and executives. When told of one reporting requirement related to documenting the acceptance of gifts, Valdes openly said he would refuse to comply. Continue Reading →

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Organize for Corporate Accountability

CorporateState_MEI think it was Dina Medland who got many of us in the #corpgov Twitter world, tweeting cartoons on Sunday (#cartoonsunday). These tweets and retweets get ‘read’ far more than most of our actual work-related efforts, certainly more than mine.

Thankfully, they offer a quick distraction and usually a hint of insight on the weekend when most have a little more time for reflection and sorting through priorities. Continue Reading →

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David Harvey & Gar Alperovitz on Sustainable Capitalism

Gar Alperovitz

Gar Alperovitz

Sustainable capitalism, or is that even possible? David Harvey and Gar Alperovitz dig into the failure of capitalism, the hope presented by worker co-ops, and what activists fighting for a just economy must do to get there. You could say they are living in a dream-world, but isn’t it be a nice one? We can change the economy to work for everyone but powerful forces are lined up against any such changes.  Continue Reading →

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September 11th

We must never forget there was another September 11th, long before our own, when so many dreams were crushed. While our September 11, 2001 was imposed on us by Islamic terrorists, the leaders of our great nation imposed its own form of terrorism with the September 11, 1973 military coup against the democratically elected government of Chile.  Continue Reading →

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Tracey L. McNeil Named First SEC Ombudsman

The Securities and Exchange Commission (SEC) announced that Tracey L. McNeil has been selected as the first ombudsman for the agency. Seal of SEC Ms. McNeil will begin her new post on September 22.  She currently is a senior counsel in the SEC’s Office of Minority and Women Inclusion (OMWI), an office created by the 2010 Dodd-Frank Act.  In this position, she has advised the director of OMWI in establishing the office and has worked to ensure the fair inclusion and utilization of minorities, women, and minority-owned and women-owned businesses in all business and activities of the agency.   Continue Reading →

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Brent Fields to Track Support of SEC Petition on Political Spending

Make SEC Say Yes to Disclosure

Make SEC Say Yes to Disclosure

The Securities and Exchange Commission (SEC) announced that Brent J. Fields has been appointed as the agency’s Secretary, who is responsible for overseeing the administrative aspects of Commission meetings, rulemakings, and procedures. Let’s give Mr. Fields a warm welcome with a flood of e-mail supporting the petition to require companies to disclose political spending.  Continue Reading →

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H&R Block (HRB): Proxy Vote Score 54

hrb-logoH&R Block $HRB, which provides tax preparation and related services to the general publicis one of the stocks in my portfolio. Their next annual meeting is September 11, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 9/7/2014. I also checked the votes of OTPP and CalSTRS. All advance disclosers that I know of except CBIS voted in favor of all items. I voted with the Board’s recommendations 54% of the time and assigned them a proxy score of 54. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the H&R Block proxy in order to enhance corporate governance and long-term value.

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Outsourcing the Board Isn’t Warranted or Remedial

outsourcing the board

Outsourcing the Board?

Based on a proposal discussed in a recent issue of the Stanford Law Review, this recent Economist article promotes outsourcing corporate boards as a solution to corporate governance failures of the type we have experienced historically. As proposed, outsourcing would consist of replacing individual directors with a new category of professional firms – identified as BSPs or Board Service Providers – that companies would retain to supply them with a “full complement of board members.” The article claims that, despite some reforms over the past decade, boards are (still) fundamentally flawed. Specifically, here is how the article characterizes boards: Continue Reading →

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Should CEO Des Hague be Fired for Kicking Puppy?

Des Hague and puppy about to be kicked

Des Hague and puppy Sade about to be kicked

Sports catering giant Centerplate fined and censured CEO Des Hague last week after an internal review of surveillance video showing him kicking and yanking his friend’s puppy by its leash in a Vancouver elevator.(ESPN) Should the board fire him? Maybe need more videos of CEOs and board discussing global climate change, slave labor and disdain for their employees and customers. Or is it only kicking puppies that brings outrage? Continue Reading →

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Video Friday: Market Basket Capitalism + Labor Day Addendum

Market Basket disputeMarket Basket demonstrations and boycotts have Robert Reich wondering, are we seeing The Rebirth of Stakeholder Capitalism?

In recent weeks, the managers, employees, and customers of a New England chain of supermarkets called “Market Basket” have joined together to oppose the board of director’s decision earlier in the year to oust the chain’s popular chief executive, Arthur T. Demoulas…
Arthur T. viewed the company as a joint enterprise from which everyone should benefit, not just shareholders. Which is why the board fired him.

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CSP Inc. (CSPI): Draft Proxy Access Proposal – Comments Invited

CSPIIn February, I reported that prospects were looking up at nano-cap CSP, Inc. (CSPI), one of the companies in my portfolio. See CSP Inc. (CSPI): How I Voted – Proxy Score 100. CSPI completed a number of reforms, including declassifying the Board.  In addition, CSPI started paying a dividend and adopted a mandatory retirement age of 75 for directors, leading to some board refreshment. However, since then the NASDAQ has gone up by about 9%, while CSPI stock has gone down about 3%. I am a long-term investor, so am willing to give the current board more time to demonstrate their performance.

At the same time it is better to take preventive measures by continuing to improve corporate governance BEFORE problems arise.  There is no more fundamental measure to ensure the Board’s accountability to shareowners than proxy access. Continue Reading →

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Annies (BNNY): Proxy Score 66

Annies $BNNYAnnies Inc $BNNY, which produces, markets, and distributes natural and fantastic organic food productsis one of the stocks in my portfolio. I bought into the company not only because of their products but also because Annies has more women executives and directors than most. I am hoping that helps them connect with their customers. Unfortunately, they apparently have no minorities on their board. Annies’ next annual meeting is September 9, 2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 8/27/2014, plus I also found how CalSTRS voted. I voted with the Board’s recommendations 66% of the time and assigned them a proxy score of 66. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Annies proxy in order to enhance corporate governance and long-term value.

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