Author Archive | James McRitchie
CorpGov.net publisher, James McRitchie presents proposal #5 for the 2014 annual meeting of shareowners, which requests the Board of The Coca-Cola Company move prospectively to an independent board chair.
To see how I voted on the rest of the issues, click on The Coca-Cola Company (KO): How I Voted – Proxy Score 63 – Things Go Better With a Split CEO/Chair.
Announcing the second Foxhole of the Year Award for the company that makes it the most difficult for shareowners turn up at their annual meeting. Last year’s winner was Peabody Energy for their choice of Gillette, Wyoming, a town with less than 30,000 residents. Nominations are now being accepted for 2014.
Yuanzhi Li and David Yermack studied the location and timing of annual shareholder meetings in their study Evasive Shareholder Meetings. When companies move their annual meetings a great distance from headquarters, they tend to announce disappointing earnings results and experience pronounced stock market underperformance in the months after the meeting. Continue Reading →
The Coca-Cola Company $KO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/23/2014. ProxyDemocracy.org had collected the votes of four funds when I checked and voted on 4/15/2014. I voted with management 63% of the time. View Proxy Statement, which by the way is very nice and user friendly. See 18 Cool Things about the proxy.
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 →
Citigroup Inc $C, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of no funds when I checked and voted on 4/15/2014. I voted with management 33% of the time. View Proxy Statement. Why an index with no links? That seems so basic. Perhaps Citi doesn’t want to make reading the proxy easy? Continue Reading →
Bio-Rad Laboratories, $BIO, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/22/2014. ProxyDemocracy.org had collected the votes of one fund when I checked and voted on 4/14/2014. I voted with management 20% of the time. View Proxy Statement. It is hard to believe but BIO not only doesn’t include a linked index, they don’t include an index or table of contents at all. Why make review ing the proxy so difficult? Continue Reading →
BBC CAPITAL: This year, you’ve taken steps to get the Penny Brigade idea off the ground. You want 15 to 20 advocates for good company behaviour to provide setting-up costs for a watchdog foundation, right? You have personally pledged 1% of your net worth, or roughly $50,000, in each of the next three years. What are your next steps? Continue Reading →
The National Association of Corporate Directors (NACD) is seeking nominations for the 2014 NACD Directorship Awards, including the NACD Lifetime Achievement Award, the NACD Director of the Year, and the NACD Directorship 100. Continue Reading →
IEX is the first equity trading venue owned exclusively by a consortium of buy-side investors, including mutual funds, hedge funds, and family offices. Dedicated to institutionalizing fairness in the markets, IEX will provide a more balanced marketplace via simplified market structure design and cutting-edge technology. IEX offers a fair-access platform to any qualified broker dealer. IEX is driven by a team of cross-industry experts with backgrounds spanning market venues, electronic trading, and broker-dealers. Continue Reading →
The inveterate Timothy Smith, Director of Environmental Social and Governance Shareowner Engagement at Walden Asset Management recently wrote (download pdf) to Margaret (Peggy) Foran who chairs the Board Governance Committee at Occidental Petroleum Corporation (Oxy), asking them to review their vote counting bylaws and practices prior to their May 2nd AGM. Continue Reading →
The deadline for voting online is April 21st. My proposal, #8 on Citi’s proxy (page 97), would bring proxy access (page 40) to our company by allowing shareowners to place board nominees on Citi’s proxy. Don’t be fooled by Citi’s opposition statement, which calls the ownership thresholds “low.” In reality, 1% of Citi is huge; about $1.4B.
The largest shareowners at Citi, Vanguard and SSgA have never initiated an activist campaign but they might vote for candidates put forward by other investors. Public pensions are more likely to take the activist role and nominate candidates. The four largest public pension funds combined — CalPERS (35%), New York State Common (0.33%), CalSTRS (0.18%), and Florida SBA (0.17%) — would barely hold enough shares to nominate three board members directors under my proposal. Continue Reading →
Guest Post by Nicole Jasso Lopez, corporate lawyer and President at Jurify.com, discussing how Jurify presents corporate governance resources and keeps you up-to-date on developments.
Jurify’s mission is to make sense of the law at a time when much information is free but navigating it is becoming increasingly difficult and time-consuming. And corporate governance is a particularly challenging area to navigate. It is a patchwork of trends, best practices, successes and missteps supported and directed by a framework of federal and state law and rules of self-regulatory organizations, like the NYSE and Nasdaq. Continue Reading →
The Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from the Investor as Purchaser Subcommittee regarding crowdfunding regulations. Public portions are webcast. Continue Reading →
The SEC misses 85% of fraud. GMI’s model is designed to identify fraud in advance. I’d love to see funds using this system to modify their indexes. If many do so, it could be one of the biggest tools in improving corporate governance. Continue Reading →
Mike Tyrrell is Editor of SRI-Connect – an online research marketplace for professional institutional investors, analysts & companies interested in sustainable development. He is keen to open up the site to corporate governance analysts & corporate governance research. Mike kindly gave permission to reproduce the interview on CorpGov.net. Continue Reading →
Brocade Communications Systems, Inc. $BRCD, is one of the stocks in my portfolio. Their annual meeting is coming up on 4/8/2014. ProxyDemocracy.org was down when I checked and voted on 4/2/2014. I voted with management 92% of the time. View Proxy Statement. Continue Reading →
In a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance.
Gallagher opened his attack by stating,
Activist investors and corporate gadflies have used these loose rules to hijack the shareholder proposal system. Continue Reading →
To exhort listed companies and their top executives to follow ‘good business practices’, regulator Sebi cleared new corporate governance norms that require them to justify CEO salaries, put in place whistle-blower policies and have orderly succession plans. Continue Reading →
I joined for what was billed as a ‘fireside chat’ style presentation featuring Anne Simpson of CalPERS, Ralph Whitworth of Relational Investors, LLC, and Katherine Rabin of Glass, Lewis & Co., who will address the hot topics of this year’s proxy season. “Bring your burning questions and get the opinions of these experts.” Continue Reading →
A passionate, visionary founder has the start-up organized and funded and captured first customers, but does not have the experience (or skill set) to scale the company to a liquidity event. 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. Unfortunately, this transition is often badly handled, turning the founder from a major asset to a bruised critic at best, and a passive aggressive saboteur of the CEO at worst. This program will focus on the planning and execution that can make this transition a positive one for all stakeholders. Continue Reading →
It is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →
Broc Romanek‘s CorporateAffairs.tv has started with a bang and plenty of early content in the form of brief videos that even those of us with attention deficit disorder can watch without missing a beat. Some in the ‘entertainment’ category are not so much for me. Still, it is great to see Broc and friends having fun. We’re too often in jobs or situations where there is far too little of that.
Thanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our proposal failed to comply with SEC Rule 14a-8 requirements for submitting a proposal.
In the briefest decision yet, Judge William J. Martinez, United States District of Colorado, issued the following on March 14, 2014: Continue Reading →
I attended this discussion between Professor Joe Grundfest and Vice Chancellor J. Travis Laster, Delaware Court of Chancery at the Rock Center for Corporate Governance on March 10, 2014.
Many Silicon Valley companies are marked by the presence of dual and triple class Continue Reading →
BlackRock (NYSE:BLK) and the National Association of Corporate Directors (NACD) have issued a call for papers that address global governance challenges. Academics and governance practitioners are invited to submit original papers focused on emerging issues and opportunities likely to impact boardrooms and/or shareholders over the next decade. Continue Reading →
Once again, demonstrating that learning can be fun, Broc Romanek recently announced the launch of his newest site - CorporateAffairs.tv! Well before Dave Lynn & Broc dabbled in silly videos years ago, he’s wanted to build a site focusing solely on video. CorporateAffairs.tv provides free videos – all of them short in length – that fall within one of three categories: educational, news or entertainment. And he built the site himself! Continue Reading →
Starbucks Corporation $SBUX, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/19/2014. ProxyDemocracy.org had collected the votes of two funds when I checked and voted on 3/9/2014. I voted with management 44% of the time. View Proxy Statement. Continue Reading →
In a memorandum and order issued yesterday, Judge Louis L. Stanton, of United States District Court for the Southern District of New York, ruled John Chevedden’s motion to dismiss is granted. Omnicom’s motion for summary judgment is denied. “The clerk is requested to enter judgment dismissing the complaint, with costs and disbursements in favor of Mr. Chevedden according to law.” Continue Reading →
The Walt Disney Company, $DIS, is one of the stocks in my portfolio. Their annual meeting is coming up on 3/18/2014. ProxyDemocracy.org had collected the votes of three funds when I checked and voted on 3/9/2014. I voted with management 60% of the time. View Proxy Statement. Continue Reading →
The chilling effect of companies bypassing the SEC’s inexpensive ‘no-action’ process may be coming to an end. Apache, Waste Connections and a growing number of companies have been successful in US district courts in Texas. Finally, we won a landmark case in U.S. District Court of Massachusetts. The law can prevail, even against the weight a $55B company can wield. Continue Reading →
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 →