Tag Archives | proxy voting

Say-On-Pay Key Coordination Issues

Say-on-Pay (SOP)A recent paper [Miriam Schwartz-Ziv and Russ Wermers,  Do Small and Large Shareholders Have a Say-on-Pay? (October 15, 2014) available at SSRN] investigates the voting patterns of shareholders on Say-On-Pay and finds that ‘small’ shareholders are more likely than large shareholders to use the non-binding Say-On-Pay vote to govern their companies, are more likely to vote for an annual Say-On-Pay vote, and are more likely to vote “against” Say-On-Pay (i.e., to vote against the pay package). Continue Reading →

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October 2014: 5, 10, 15 & 20 Years Ago in Corporate Governance

Mr. Peabodys WayBackMachineCorporate Governance Publisher’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

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Steris (STE): Proxy Vote – 100

STERIS Corporation logoSteris Corp $STE, which develops and markets surgical and critical care support products and services, is one of the stocks in my portfolio. Their next annual meeting is July 30, 2014. ProxyDemocracy.org had collected the votes of no funds on Steris when I checked and voted on 6/17/2014. I voted with the Board’s recommendations 100% of the time. View Steris Proxy Statement. Read Warnings below. What follows are my recommendations on how to vote the Steris proxy in order to enhance corporate governance and long-term value.   Continue Reading →

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Fiduciary Duty to Announce Votes (Part 2): Historical Background

A major landmark in establishing a fiduciary duty for proxy voting was the Department of Labor’s (DOL) 1988 Avon Letter, which was based on specific sections of ERISA (sections 402, 403, 404 and 405), summarized as follows:

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ACGA: Asian Business Dialogue on Corporate Governance 2013

ACGAlogoThis is the final program for the Asian Corporate Governance Association‘s 13th Annual Conference taking place in Seoul, Korea on November 5-6, 2013. You can still reserve your place.

Sign up for Corporate Sustainability and Responsibile Investment in North Asia.  Payment can be made by credit card  (MasterCard, Visa, American Express). Please note companies registering two or more Continue Reading →

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Review: A Real Look at Real World Corporate Governance

Larcker-Tayan-real-world-corpgovThis book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance Matters (see my review)  focuses on debunking “best practices” in corporate governance, A Real Look at Real World Corporate Governance takes more of an abbreviated case study approach, delving into how several decisions were made by boards at specific companies. Continue Reading →

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AFL-CIO Key Votes Survey Results for 2012

Vanguard, Northern Trust, BlackRock and Fidelity scored the lowest among researched funds in supporting AFL-CIO endorsed proxy issues in 2012, according to their 2012 Key Votes Survey. Calvert, Amalgamated Bank, McMorgan and Bridgeway scored the highest.

On proxy-voting issues at 32 companies the AFL-CIO considers representative of a “worker-owner view of value that emphasizes management accountability and good corporate governance,” Vanguard voted against all 32 proposals; Northern Trust, 28 out of 29; BlackRock, 30 out of 32; and Fidelity, 28 out of 30. Continue Reading →

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ISS Updates Policies

ISS updated its proxy voting policies.  The most interesting to me is the “Board Response to Majority Supported Proposals.”

The marketplace has been evolving in the matter of board responsiveness to majority-supported shareholder proposals, both in terms of institutional investors’ expectations, and in terms of the actual responsiveness by issuers. ISS’ 2012-2013
Policy Survey results show that 86 percent of the institutional investor respondents expect that the board should implement a shareholder proposal that receives support from a majority of shares cast in the previous year. Continue Reading →

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Step Into the Corporate Governance Way Back Machine for September

Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago. Five years ago @ Corporate Governance, I was pleading for readers to send comments to the SEC on their proxy access proposals. 30,000 letters wasn’t enough, in my opinion.

A shareholder proposal calling for a “say-on-pay” vote by shareowners on executive compensation at Activision Inc. (ATVI) filed by As You Sow received 69% of the vote at the company’s annual meeting held in Beverly Hills, California.  This may be the highest vote result so far of about 50 say-on-pay proposals voted on by shareowners this year.  Activision is a publisher of video games including Quake, Doom and Guitar Hero, and is currently all the news for its purchase of Bizarre Creations Ltd., the UK studio behind the popular Project Gotham Racing title. (Activision to Purchase U.K.’s Bizarre Creations, WSJ, 9/27/07) Conrad MacKerron, Director, Corporate Social Responsibility Program at the As You Sow Foundation, criticized the company for providing outrageous perks like paying the mortgages, Medicare taxes, and even pet-sitting for executives.  Continue Reading →

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Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices

India’s InGovern Research Services Pvt. Ltd. “assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.”  Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in corporate governance and taking their fiduciary responsibilities regarding proxy voting seriously. Continue Reading →

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