Tag Archives | CalPERS

Take Action: Quick Bites on Corporate Governance – Tell Me More

RalphNaderThe BBC reports Activist Ralph Nader wants you to get paid. Apparently, our Take Action: Join Nader’s Penny Brigade didn’t take hold.

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 →

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Apple Inc. (AAPL): How I Voted – Proxy Score 89

silver-apple-logo-apple-pictureStockUnderValueExtraxtionApple Inc. (NASD:AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/28/2014. ProxyDemocracy.org was down for maintenance when I checked and voted on 2/19/2014, so no voting advice there. I checked a few other sources such as CalPERS, Florida SBA and OTPP but none had disclosed their votes on their sites as of yesterday. I voted with 89% of the Board’s recommendations. View Apple’s Proxy Statement. Continue Reading →

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Take Action: Join Nader’s Penny Brigade

RalphNaderSome have argued that Ralph Nader started socially responsible shareholder activism with Campaign GM, when the group filed shareholder proposals to expand GM’s board to include consumer advocates and empower shareholders to place their board nominees on GM’s proxy ballot (proxy access).  According to a recent article in the WSJ, the longtime consumer advocate is now putting together a shareholder-activism group. (Ralph Nader Adds Shareholder Activist to His Portfolio, 1/15/2014) Continue Reading →

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Job: General Counsel at CalPERS

CalPERS-logoCalPERS is still recruiting to fill its vacant General Counsel position.  This is an exciting opportunity for a visionary in the legal profession to play a key role in a preeminent public pension fund.  Under the direction of the Chief Executive Officer, the General Counsel supports CalPERS in the management of a global portfolio of more than $270 billion, as well as complex financial and actuarial functions. The position is based in Sacramento, California. Continue Reading →

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CalPERS Launches Search for General Counsel

CalPERS-logoThe California Public Employees’ Retirement System (CalPERS) is seeking a visionary in the legal profession for the role of General Counsel to serve as a critical member of the organization’s Executive Team in support of CalPERS pension and health care programs.

The General Counsel advises the Board of Administration, Chief Executive Officer and the organization on a broad array of matters, including fiduciary duty and responsibility, investment transactions, securities litigation, corporate governance, public pension law, health care law and government law. The General Counsel reports directly to the Chief Executive Officer. Said Anne Stausboll, CalPERS Chief Executive Officer: Continue Reading →

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Corporate Governance: the Focus for a New Type of Activist Investor

Guest post from Josh Black, Financial Journalist for Activist Insight Ltd., which ”aims to provide the most comprehensive global information source on activist investment.”

ActivistInsightTraditional activists were essentially value investors, but that profile might be changing.

Carl Icahn has long championed the interests of shareholders. Yet even many who had watched him for years were surprised by the vehemence of his Wall Street Journal Op-ed after withdrawing from the shareholder vote on Dell’s leveraged buyout. Continue Reading →

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Corporate Governance: Stepping Back in Time From October 2013

MrPeabodysWayBackMachinePublisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine.

Five Years Ago in Corporate Governance

  • The Treasury is injecting $125 billion into nine big banks and making a like amount available for other banks that apply. Those financial giants owed their executives more than $40 billion for past years’ pay and pensions as of the end of 2007, a Wall Street Journal analysis shows. (Banks Owe Billions to Executives, 10/31/08) How much of our $250 billion bailout will go to pay for special executive pensions and deferred compensation, including bonuses? Will our disgust with those who brought us the financial melt-down lead to an upsurge in mutual banks and credit unions?
  • Jackie Cook, the founder of Fund Votes, told SocialFunds.com, “Executive compensation is at the heart of a growing problem Continue Reading →
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Good Reads in Corporate Governance: Redefining Materiality II

MarcyMurninghan

Marcy Murninghan

RedefiningMaterialityIIAccountAbility has released a comprehensive report examining the growing importance of non-financial factors on corporate performance, disclosure, and valuation. Redefining Materiality II by Marcy Murninghan was developed in response to accelerating acceptance that non-financial materiality is an influential factor in corporate valuation.

As part of a new series of publications on materiality, the report describes the landscape of various global materiality initiatives and provides a framework for corporate leaders and boards to enhance the definition and management of non-financial materiality. Continue Reading →

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2013 Millstein Forum: Dual-Class Structures, Pro and Con

Sorry to be late and abbreviated in getting out my coverage of this great forum. Be sure to check out the Forum’s photo gallery, which contains many more and much better shots than what I took between notes and conversations.

The second panel discussed the growing issue of dual-class stock structures. While there was considerable debate, my sense is that most in the room see the advantages of such structures do not outweigh the disadvantages. I would like to see more discussion in the broader press about these issues when dual-class companies are going public. Maybe the discount would be even steeper. Continue Reading →

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Vote Disclosure at CalPERS: Example For Other Pension and Mutual Funds

CalPERS-logoLast week I followed up on a proposal made in early 2010 as a result of a couple of resolutions I was able to get enacted through my union in 2009. Yes, these issues take time. You must be tenacious, even when dealing with a fund like CalPERS, where both board and staff want to do the right thing, since there are so many competing needs. I reproduce my testimony below in hopes that others will follow my lead at their pension and mutual funds. Continue Reading →

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Corporate Governance: Stepping Back in Time

MrPeabodysWayBackMachineFive years ago in Corporate Governance

Publisher’s Note: Yes, you’ll find many broken links. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. 

Since 2005, KLD has studied the S&P 100’s sustainability reporting practices for the Sustainable Investment Research Analyst Network, a working group of the Social Investment Forum. The 2008 Sustainability Report Comparison reveals encouraging news. Of the 100 largest U.S. publicly-traded companies, 86 maintain corporate sustainability websites and 49 produced sustainability reports in 2007. Continue Reading →

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Amazon.com, Inc. (AMZN): Proxy Score 64

Amazon.com, Inc. ($AMZN) is one of the stocks in my portfolio. Their annual meeting is coming up on 5/23/2013. ProxyDemocracy.org had collected the votes of three funds when I checked on 5/16/2013.  I voted with management 64% of the time.  View Proxy Statement (high tech AMZN but no hyperlinked index). 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 →

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My Notes from Ceres Conference 2013

Let’s just label these notes as “for entertainment purposes only.” Attending the conference was a real pleasure. Unfortunately, I was too busy catching up with people to take more than impressionistic notes at a few of the discussions. Prepare to be frightened about global climate change and our irresponsibly slow pace addressing the catastrophic consequences we are already beginning to see all around us. Save April 30 and May 1 for Ceres Conference 2014 in Boston. Continue Reading →

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Wayback Machine: Five, Ten and Fifteen Years Ago in Corporate Governance

Five years ago in Corporate Governance

Whole Foods Market Inc. (WFMI) says federal securities regulators are recommending that no action be taken against the grocery chain over anonymous postings on financial-news Web sites by its chief executive. Mackey’s postings, including many to CorpGov.net publisher James McRitchie, surfaced when they were included among a trove of documents that Whole Foods turned over to the Federal Trade Commission, which was examining whether the purchase of Wild Oats violated antitrust standards. (Whole Foods Not Penalized Over CEO’s Web Postings, WSJ, 4/28/08) DisclosureThe publisher of CorpGov.net is a WFMI shareowner.

WSJ, using data from Broadridge Financial Solutions, reports that 80 companies that have switched to e-proxy. Only 4.6% of individual shareholders voted under e-proxy, a sharp decline from the 19.2% when the companies sent out traditional paper ballots. Continue Reading →

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Guns and Divestment

The California Constitution provides that the Legislature may, by statute, prohibit retirement board investments if in the public interest and providing the prohibition satisfies specified fiduciary standards. Current law prohibits the boards of CalPERS and CalSTRS from investing public employee retirement funds in a company with active business operations in Sudan and Iran, as specified.

AB 761 (Dickinson) would prohibit the funds from investing in companies which manufacture nonmilitary firearms or ammunition, as specified, and would require the funds to sell such existing investments. Continue Reading →

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CalPERS: Passive Investing – Active Monitoring

Investment News reports that California CalPERS, the second biggest U.S. public pension fund, is weighing the idea of taking its massive $255 billion assets under management and moving to an all-passive portfolio. Should we care?

Well, it would matter a lot for active managers who receive management fees from CalPERS, Josh Brown, who runs the popular financial blog the Reformed Broker, points out on Twitter.

Of course, the income of active managers could suffer if CalPERS moved the vast majority of its money management in-house. However, depending on how it is done, it could also hurt the larger society. Continue Reading →

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SVDX/Stanford Rock: Two Classes of Common Stock: Qui Bono?

In light of the IPOs and subsequent performances of Facebook, Groupon, Zynga, etc., there has been renewed discussion in Silicon Valley. When two classes of common stock that place control of the board in the hands of the founders and not the investors, do investors benefit or does it just entrench management? One argument in favor of two classes of common stock is that it allows the founders to run the company without interference from activist shareholders who are “short-termers.” One argument against is that a founder who is a poor CEO cannot be removed by the board — and hiring and firing the CEO is the raison d’etre of a corporate board. SVDX‘s panel of seasoned experts hold divergent views on this topic. This program, like all SVDX programs, was subject to the Chatham House Rule. I’ve added a few links that might be helpful. Continue Reading →

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Agency Capitalism: Corrective Measures (Part 2)

This is Part 2 of a post which started out reviewing the important thesis outlined in The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights by Ronald J. Gilson and Jeffrey N. Gordon (January 1, 2013). See Agency Capitalism: Corrective Measures (Part 1). Current law encourages mindless indexing of portfolios and voting like lemmings to fulfill fiduciary duties. While Gilson and Gordon stressed the need for activist hedge funds, below I explore some additional options. Continue Reading →

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Apple: How I Voted, Proxy Score – 46

Apple ($AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/27/2013. ProxyDemocracy.org had collected the votes of five funds when I checked on 2/19/2012.  They listed the votes of six funds voting as of yesterday. I voted with management 46% of the time.  View Proxy Statement. I voted, despite David Einhorn’s attempt to get an injunction to block the vote on “Proposal 2″ in Apple’s proxy statement, which would abolish a system for issuing preferred stock at its discretion, facilitate majority voting in director elections and establish a par value for the company’s common stock. Continue Reading →

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CalPERS Seeks Global Governance Investment Officers

Job Announcement: As the nation’s largest public pension fund, managing assets of $240 billion as of November 13, 2012, the California Public Employees’ Retirement System (CalPERS) is committed to a diverse work environment and culture centered on core values of quality, respect, integrity, openness, communication, balance, and accountability. We’re looking for talented, enthusiastic people who share these same values. Continue Reading →

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Controlled Companies Carry Negatives

A new study finds that controlled companies – particularly those with multiple classes of shares – generally underperform over the long term. As compared to companies with dispersed ownership, controlled companies experience more stock price volatility, increased material weakness in accounting controls, more related party transactions, and offer fewer rights to unaffiliated shareholders. The study results challenge the notion that multiclass voting structures benefit a company and its shareowners over the long term. Continue Reading →

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CalPERS May Boycott Dual-Class IPOs

CalPERS is considering a policy of not investing in the initial public offerings (IPOs) of dual-class companies where shareowning is structured so that a minority will control the majority of the votes. From what I have seen, CalPERS has already opposed those that exist but this step would allow the retirement system to avoid purchasing shares in such companies as they enter the market, even though they may be included in various indexes included in the fund’s portfolio. Continue Reading →

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Apple Improves Governance

The preliminary vote gave my “say on directors pay” less than 4%, so I guess putting that proposal up at the world’s largest most profitable company with so many happy shareowners may have been a mistake. However, I note that Apple cut the pay of a couple of directors from $1.2 million to about half that, so maybe my Continue Reading →

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Job Opportunities: Entry Level at CalPERS – Investment Officers at CalSTRS

CalPERS seeks a Staff Services Analyst to work under the general direction of the Staff Services Manager II of the Investment Policy & Business Services Division. The Staff Services Analyst assigned to the position identified above demonstrates the CalPERS Core Values (Quality, Respect, Integrity, Openness, Accountability, and Balance), works well as a member of a team, and takes initiative in effectively Continue Reading →

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CalPERS Dumps Mtn Top Removal Project

After pouring $200 million into vineyards across California, Oregon and Washington, CalPERS said this week that it is firing the firm that has been its investment partner and land manager.

The investment has lost 40 percent of its value and was worth $122 million as of March 31, the latest figures available.

The California Public Employees’ Retirement System isn’t bailing out of the wine business. Instead, spokesman Brad Pacheco, said CalPERS is negotiating to bring on a new partner by year’s end…

The partnership paid $28 million for a 20,000-acre forest in the coastal mountains of northwest Sonoma County. The plan: Clear-cut an 1,800-acre tract, known as Preservation Ranch, and plant grapes on it.

The investors said profit from the vineyard would pay for restoration of the rest of the forest. They also pledged to donate 2,400 acres for a wildlife preserve.

I’m glad CalPERS finally got out of the deal. They should have done so years ago. Preservation Ranch is basically a mountain top removal project. I’ve seen enough of those in West Virginia near where I grew up to know the probable impacts. Instead of digging for coal, Preservation Ranch is leveling mountains to plant grapes. Real “restoration” would be extremely difficult. Read my email of May 25, 2009 on the project.

Read more: CalPERS fires partner in struggling winery investments, Sacbee, 10/14/2011.

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