Video Friday: Coca-Cola Needs an Independent Chair

KOThe Coca-Cola Company recently announced it would change its equity compensation plan, bowing to pressure from Wintergreen Advisers and other investors who saw the plan as harmful to Coca-Cola shareholders.

With its announcement, Coca-Cola finally conceded that the equity compensation plan it put to a vote of shareholders in April was outrageously excessive and inconsistent with past plans. This has been Wintergreen Advisers’ publicly expressed view since we first read Coca-Cola’s proxy statement in March of this year. Continue Reading →

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CII Issues “Best-in-Class” Board Evaluation Disclosure

Board EvaluationThis recently released CII report highlights two suggested alternative approaches to company disclosure of the board evaluation process. The suggestions are based on CII’s informal survey of its members for “best-in-class” disclosure from 2013 and 2014 proxy statements. CII acknowledges that most companies have a board self-evaluation process and disclose that fact in their proxy statements, but indicates that investors are seeking more robust disclosure.

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Women on Corporate Boards: Global Trends for Promoting Diversity

WomenOnBoardsWe last explored the topic of gender diversity on boards, in particular the underrepresentation of women on them, late in 2012, but much has happened globally on the subject since then. More companies have adopted regulation on the issue that range from “comply-or-explain” rules to quotas for the percentage of women on boards.

A 2014 Grant Thornton report, Women in Business: From Classroom to Boardroom, finds more leaders warming to a quota system, with 45% of international business leaders supporting quotas — up from 37% just a year ago.

Below is a brief summary of some of the most recent developments concerning women on boards. Continue Reading →

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Take Action: SEC-IAC Report on Impartiality Stops Short

Seal of SECThe Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee (SEC-IAC) established pursuant to Section 911 of the Dodd-Frank Act issued a report on Impartiality in the Disclosure of Preliminary Voting Results. The recommendations will be discussed at a meeting on October 9, 2014.

When: Thursday, October 9, 10:00 am – 4:00 pm
Who: Investor Advisory Committee
What: Investor Advisory Committee Quarterly Meeting
Where: Multipurpose Room, SEC Headquarters, 100 F Street, NE, Washington, DC
Contact: Frankie White, Office of the Investor Advocate, (202) 551 – 4310

The members of the subcommittee are listed here. After I discuss the SEC-IAC’s two recommendations briefly below, which I support, I then urge readers to write to the SEC-IAC requesting they address additional issues of impartiality. Continue Reading →

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The iTTi Manifesto: Improving Accountability for Information Technology

itti-manifestoWe are living a time of sad celebration: just a few weeks ago, we were honoring the one hundredth anniversary of the start of the First Great War. For sure, lots of people remember the many unfortunate consequences – both personal and social, including corporate – it provoked; but, maybe, only a few remember the savvy musings of Georges B. Clemenceau.

A former journalist, Clemenceau was Prime Minister of France during World War I. At that time he stated “La guerre! C’est une chose trop grave pour la confier à des militaires” (“War! Something too serious a matter to be entrusted to the military”); a statement one could assume that was not well received, even misunderstood, by those directly concerned (especially within the militia). But a statement of which we could, nowadays, take advantage in our corporate world.

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Video: Heads or Tails? The Art and Science of Executive Compensation

SVDXAll directors are keenly aware of their responsibility in setting executive and CEO compensation. Increased external pressure on — and opinions about — CEO pay and more crowded meeting agendas limit the available time for meaningful discussion and make this role more challenging than ever. The stakes in getting executive compensation right are high, with real opportunities to engage leadership and drive business results, but also with real risks of poor outcomes. Continue Reading →

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Corporate Political Spending Disclosure: Strategic Communications Plan

Corporate Political Spending PollIn the absence of mandatory disclosure, companies are increasingly, voluntarily adopting disclosure policies for their corporate political spending – largely in response to pressure from shareholders, investor advocates, the media, political groups and others. In this articleChuck Nathan suggests that voluntary disclosure may or likely will become the norm – at least among larger companies – within the next few years. Given that potential, he provides some timely, seasoned advice – namely, that companies undertaking or considering such disclosure do so only in the context of a strategic communication plan that includes these critical elements: Continue Reading →

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FedEx: Proxy Vote Score 42

fedex-logoFedEx $FDX, which provides transportation, e-commerce, and business services in the United States and internationally, is one of the stocks in my portfolio. Their annual meeting is coming up on 9/29/2014. ProxyDemocracy.org had collected the votes of three funds when I checked on 9/20/2014.  I voted with management 42% of the time and assigned them a proxy score of 42.  View Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the FedEx 2014 proxy in order to enhance corporate governance and long-term value. Continue Reading →

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Heads Or Tails? The Art And Science Of Executive Compensation

SVDXI thought the title of the program referred to heads I win, tails you lose. Now, I’m thinking ‘art’ is one side of the compensation committee coin, ‘science’ the other. Titles that keep us on our toes – just like the programs held by the Silicon Valley Directors Exchange and the Rock Center for Corporate Governance at Stanford Law. The stakes in getting executive compensation right are high, with real opportunities to engage leadership and drive business results, but also with real risks of poor outcomes. As advertized: Continue Reading →

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Jack Bogle on Diversified Portfolios vs Speculation

Jack Bogle

Jack Bogle

Buying and holding stocks and bonds for the long term and maintaining a diversified portfolio are still the smartest strategies for the average investor, says Vanguard founder Jack Bogle in answer to Mark Cuban and other critics of these traditional approaches. In the Big Interview with Journal columnist Jason Zweig, Bogle takes aim at the culture of market speculation. Betting on long odds, he says, “doesn’t pay off very often.” Continue Reading →

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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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