Tag Archives | Corporate Governance
Engagement is, or should be, the common theme of our three videos. CalPERS argues it gives them a seat at the table. Professor Damodaran extols the importance of engagement as a possibility. As a shareholder, what avenues are open? In Davos, I think they looked through the wrong lens. Instead of engagement, they focused on an assumed end-goal that rules out other human values. Continue Reading →
Disclaimer: I’m sharing a few notes from Directors Forum 2015 held at San Diego University beginning 2/25/2015 and ending 2/27/2015. The Forum is held under the Chatham House Rule, so you won’t read any juicy tidbits here. However, I do hope to give readers some flavor of the topics discussed and a little on the general range of opinions. I have take slight liberties with the rule with regard to individual featured speakers, giving some sense of their talks without revealing the specifics of cases raised or providing quoted material of any substance.
Directors Forum 2015: Jeffrey C. Smith
Smith is managing member, CEO & chief investment officer, Starboard Value LP. Noted that Starboard’s rate of return has been 27.8% v average of 9% for S&P 500 over the same time-period. Only works at companies where he believes shareholders are disgruntled. Discussed various cases, such as Darden. (Darden Shakes Up Its Board After Agitation by Investor Starboard)
When they went in, Darden’s EBITA margin was significantly worse than peers when adjusting for real estate ownership and factoring in a rent subsidy. He wanted to get them more focused on a better return for capital than on growth. Continue Reading →
On January 12, 2015, Stanford’s Rock Center for Corporate Governance hosted a panel discussion called “The Rise of Controlled Corporations.” Unfortunately, this is one program at the Rock Center that I missed.
With Alibaba’s recent IPO on NYSE (instead of Hong Kong or China), the “one-share, one-vote” corporate governance standard has once again been challenged. Continue Reading →
On October 14, 2014, Stanford Law School’s Arthur and Toni Rembe Rock Center for Corporate Governance hosted the discussion “Corporate Inversions: Desertion or Value Maximization?”
Unfortunately, I missed this one but at least the Center caught it on video. Now we can watch at our leisure.
Thanks again to Authur and Toni Rembe Rock for a great Center.
Sign up today for the 10th anniversary, Directors Forum: Directors, Management & Shareholders in Dialogue, which brings together a unique blend of institutional investors, directors, management, regulators, consultants and contractors in an intimate setting designed for genuine access and interaction between speakers and attendees. January 25 – 27, 2015 in beautiful San Diego.
I attend several events each year that attempt to bring members of the corporate governance industrial complex together. This is definitely one of the best. I hope to see you there to discuss some of the most important issues in corporate governance.
Continue Reading →
Mr. Peabody and Sherman prepare to go back in time to visit corpgov.net 5, 10 and 15 years ago.
Five years ago in Corporate Governance
In the year-end reflections two contributing factors deserve more attention. First, “prophetic warnings” from religious groups on the dangers of subprime loans via shareowner resolutions. Second, a call from Sanford Lewis for boards to revoke implicit policies of “don’t ask, don’t tell” with regard to liability issues. (Two Overlooked Lessons From the Financial Crisis)
Fenwick & West, one of the Silicon Valley’s premier law firms serving technology, venture capital and life sciences companies, released its Corporate Governance Survey and its adjunct Gender Diversity Survey. The surveys cover more than a decade of governance and leadership trends comparing companies in the S&P 100 and their relatively smaller and younger counterparts in the Silicon Valley 150 (SV 150), which are concentrated in the technology and life sciences industries. Continue Reading →
The role of VCs on private boards and their boardroom role in the IPO process are the stuff of Silicon Valley legend. The real story of VCs in boardrooms — when they first take a seat at the table to when they eventually leave the room — needs to be told. We’ll help set the record straight with this engaging look into boardroom dynamics. Continue Reading →
We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most knowledgeable teacher. – James McRitchie, CorpGov.net.
Bob Tricker – Corporate Governance – principles, policies and practices OUHK Lecture 1 (part 3)
Large companies effect employees, whole towns, states and societies. Should the idea of large corporations be rethought so that they owe a responsibility to the larger society rather than just the board. Stakeholder ideas of the 1970s were rejected but are now back. Tricker goes through some of the corporate collapses of the 1980s. Bribes, murder, suicide and mayhem at Carrian Investments led to calls for governance codes. The first was the Cadbury Code. Continue Reading →
We studied ‘corporate governance’ but never new its name until Bob Tricker defined the field. Discussions all over the world took on new meaning. Thirty years later, he is still in the vanguard of ensuring effective performance and social accountability, rooted in rigorous research. Governance is the defining issue of the 21st century and Bob Tricker our most knowledgeable teacher. – James McRitchie, CorpGov.net
Leaders from Osler and the Institute of Corporate Directors discuss the evolution of corporate governance and the release of Directors Responsibilities in Canada – a guide to understanding and fulfilling director responsibilities. Although written for Canada, it has general applicability worldwide.
After the video, I suggest a couple of additional books.
Entrenched corporate elites may need to up their public opinion game. Robert Monks and Nell Minow are near the top of their attack list. (Shareholder crusaders Monks and Minow speak out) Having been sued several times for having the audacity to make recommendations to boards via shareowner proposals, I’m on there too. (see EMC v. John Chevedden and James McRitchie: Case Dismissed, as well as Deal Professor Equates Filing Proxy Proposals with Terrorism) Of course, proxy advisors, such as ISS and Glass Lewis are at the top for frequently advising clients to vote in favor of shareowner proposals and against those of management. Research now indicates, public opinion may be next. Continue Reading →
We 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.
In 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 article, Chuck 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 →