Author Archive | James McRitchie

Deal Professor Equates Filing Proxy Proposals with Terrorism

Deal Professor Envisions Corporate Gadfly

Starting with Corporations

Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. Likewise, I wasn’t happy with the Deal Professor’s criticisms of my shareowner activism in his August 19th NYTimes article, Grappling With the Cost of Corporate Gadflies, which also criticizes John Chevedden and William Steiner. I stewed for days but finally took the advice of a good friend, who is Assistant General Counsel & Corporate Secretary at a major company,

Better to be engaged than enraged!

If I had more time available, my response would have been shorter but I have a number of projects that demand attention. When I submit proposals, I want boards to weigh them carefully on the merits. I have tried to do that with the Deal Professor’s criticism. I hope our mutual use of hyperbole doesn’t preclude further engagement. Unlike the character in the cartoon at right, I feel no need to irritate… but I do often question mechanisms in corporate governance that isolate and concentrate power, rather than distributing it. I prefer structures that distribute power, making us of the wisdom found at all levels.  Continue Reading →

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Savings Plus: Transparent Proxy Voting Needed

calhr-savings-plusI’ve previously written two posts on California’s Savings Plus program and how one major contractor, Northern Trust has voted. (Part I & Part II) Below, I compare the votes of Northern Trust on proxy proposals with those recommended by the AFL-CIO. A similar exercise could be performed at any deferred compensation plan. 

Shareholders have voting rights, usually one vote per share, to decide who will serve on the board and to advise on pay and other issues. Funds, such as CalPERS and the CalHR Savings Plus program, have a legal duty to ensure shares are voted in the best interest of program participants. Continue Reading →

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Medtronic, Inc. (MDT): Proxy Vote Score 59

medtronicMedtronic $MDT, which manufactures and sells device-based medical therapies worldwideis one of the stocks in my portfolio. Their next annual meeting is August 21, 2014. had collected the votes of three funds when I checked and voted on 8/17/2014. I voted with the Board’s recommendations 59% of the time and assigned them a proxy score of 59. View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Medtronic proxy in order to enhance corporate governance and long-term value. Continue Reading →

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California’s Savings Plus: Better Proxy Voting Disclosure Needed Part II

CalHR Savings Plus

This is the second of a two part series. Part I discussed proxy voting at Savings Plus, as compared with at CalPERS. 

CalHR’s Current RFP for Savings Plus

CalHR recently released a Request for Proposal (RFP 700-14-01) seeking bids for investment management services for Savings Plus. Unfortunately, the RFP fails to require Savings Plus participants be informed of proxy voting policies or decisions.   Continue Reading →

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California’s Savings Plus: Better Proxy Voting Disclosure Needed, Part I


Most California State employees and retirees have their retirement funds invested largely through two vehicles. CalPERS is the nation’s largest public pension, with almost $300B in assets. Many employees also have smaller amounts invested in CalHR‘s Savings Plus program, with assets of $10B. Both vehicles invest a large proportion of their funds in corporate stock, which carries voting power that can not only impact the value of the companies and potentially our retirement income but also the quality of our environment and our political framework.

Over the course of several decades the Department Labor and the SEC have ruled that proxy voting rights are assets. Fiduciaries of funds, such as CalPERS and Savings Plus, must ensure the underlying shares are voted for the benefit of the employees and retires whose funds they hold in trust. Continue Reading →

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Rise of Pseudo-Rights: Proxy Season Review

Paul Marsland photo

Paul Marsland

Guest Proxy Season Review:  Paul Marsland is a regular panelist and contributor to publications on corporate governance issues and has served in a number of senior roles at PIRC Ltd the UK based corporate governance consultancy most recently as Head of Policy.

Time to take stock of the proxy season. The proxy season means February in Seoul, October in Sydney, June in Tokyo and April in Paris so August seems as good a month as any for a review. Continue Reading →

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13D Activist Fund

13D Activist FundAccording to a recent press release, 13D Activist Fund (DDDIX), an event-driven mutual fund focused on 13D filings, was named “Category King” by the Wall Street Journal for the one year period ending July 31, 2014. The Category King recognizes the top 10 performing funds in each equity category for one-year performance, based on total returns. The 13D Activist Fund ranked #2 in the multi-cap growth equity category, out of 585 funds. During this period the fund generated a return of 20.10%. Continue Reading →

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MSc Management and Corporate Governance at U of Ulster: Video Friday

University of Ulster MSc Management and Corporate GovernanceThe Associate of Chartered Institute of Secretaries (ACIS) and the University of Ulster offer this course involving leading to an MSc Management and Corporate Governance through a face-to-face program to help you achieve a demanding professional and academic qualifications. Students work towards an academic qualification and Graduate Member of the Institute of Chartered Secretaries and Administrators (GRAD ICSA) leading to professional membership. Continue Reading →

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What is Corporate Governance?

Niamh Brennan

Niamh Brennan

In this guest post, first published by Business and Leadership on July 28Niamh Brennan of the University College Dublin (UCD)  explains what the term corporate governance means. I’ve added a few links to her original. We have a host of other definitions for corporate governance in our Library but I like Professor Brennan’s reference to etymology and her point about the centrality of limited liability.

The word governance comes from a Latin word – gubernare – which means to steer. Cicero wrote “he that governs sits quietly at the stern and scarce is seen to stir”. Thus my colleague, Dr Collette Kirwan, has conceptualised the board as being the navigator of the company. Continue Reading →

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Florida SBA Increases Shareowner Value Through Active Ownership


Mike McCauley

Michael McCauley

The State Board of Administration of Florida (Florida SBA) is the fourth largest public pension fund in the US and was early to announce their votes in advance of annual meetings. Those announcements can be found on the Florida SBA site, as well as on Proxy Democracy. The following is from a press release that Florida SBA issued out last week on their accomplishments during the recent proxy season. They certainly did a lot to  shift us to more democratic forms of corporate governance. Congratulations to Ash WilliamsMichael McCauley and all those working at Florida SBA. Continue Reading →

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Review: Handbook of Organizational and Managerial Innovation

Organizational and Managerial InnovationHandbook of Organizational and Managerial Innovation (Elgar Original Reference) edited by Tyrone S. Pitsis, Ace Simpson, and Erland Dehlin.

Innovation is never free of its social context, its resistors, enablers, recalcitrants, champions and the like. Indeed, innovation can be thought of as the very stuff of social relations, as in the case of Hannah Arendt’s (1958) idea of innovation being integral to democracy and vice versa. Wherever there is an absence of democracy, Arendt argued, there is also the decline of innovation.

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Chris Mackin on Employee Ownership: Our Video Friday Feature

Christopher Mackin

Christopher Mackin

Laura Flanders interviews Christopher Mackinthe founder of Ownership Associates, an advisory firm for broad-based employee ownership based in Cambridge, MA‎. Mackin is also an Adjunct Lecturer at the Rutgers School of Management and Labor Relations and a member of the core faculty of the Harvard Trade Union Program based at Harvard Law School. See a previous guest post by Mackin on corporate governance and employee ownership, Hobby Lobby and Rented Humans. I met Mackin about 35 years ago when we were both graduate students. He was at Harvard; I was at Boston College.

In this video, Flanders and Mackin explore employee ownership and, more broadly, democratic workplaces. Mackin points out: Continue Reading →

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