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Corporate Governance / Board terms and selection


Getting on Board with Corporate Social Responsibility (08/25)
Corporate boards can and should influence their companies' social and environmental performances finds a new report.

Responsible Businesses are More Competitive (02/24)
IBM study reports businesses with corporate social responsibility as part of their core plans have an advantage.

SEC Sacrifices Shareholder Rights to Achieve Temporary Certainty (12/11)
Instead of reaffirming shareholder rights to file resolutions to nominate directors, the SEC cites uncertainty as a rationale for stripping these rights.

SEC Chair Cox Votes For Two Opposing Proxy Access Proposals--Both May Curtail Shareowner Rights (08/01)
Republican commissioners support a proposal barring shareowners from nominating directors; Democrats support one allowing it, though it introduced other reductions in shareowner power.

Opening Up Pandora's Box: SEC Proxy Roundtable Questions Role of Non-Binding Resolutions (05/15)
SEC officers and panelists discuss the possibility of removing non-binding resolutions from the proxy and replacing them with online communications between shareowners and companies.

Dear Sir or Madam: Stakeholder Letters Push Corporate Sustainability Improvements (11/16)
Letters remains an important mode for addressing environmental, social, and governance issues, encompassing a broader swath than simply communication between shareowners and companies.

Court Affirms Shareowner Right to File Resolutions on Proxy Access for Nominating Directors (09/14)
The decision, which simply upholds existing rules that SEC practice had departed from, fills the void left when the SEC proposed then abandoned a rule on proxy access for nominating directors.

Barclays Files for Permission to Launch iShares ETF Tracking the Domini Social Index (09/07)
The exchange-traded fund will likely have a low expense ratio, but will not conduct shareowner engagement like the other fund tracking the DSI, the Green Century Equity Fund, does.

Book Review--Shareholder Participation and the Corporation: A Fresh Inter-disciplinary Approach in Happiness (06/27)
Australian Law Professor James McConvill applies empirical research on happiness to corporations, specifically focusing on the case it makes for shareowner empowerment.

Correlating Proxy Advisory Firm Recommendations with Voting Results (06/20)
A look at the link between recommendations by Institutional Shareholder Services, Glass Lewis, and PROXYGovernance and voting results at Citigroup, Chevron, ExxonMobil, and Wal-Mart.

Corporate Shenanigans: Companies Dis Shareowners at Annual Meetings (06/09)
Home Depot exemplifies a phenomenon of companies manipulating annual meeting protocols to disempower shareowners, following in the footsteps of Weyerhaeuser, Whole Foods, and others.

Voting Recommendations on Shareowner Resolutions Vary Widely at Proxy Advisory Firms (04/18)
Part one of this two-part article compares Institutional Shareholder Services, Glass Lewis, and PROXY Governance vote recommendations on resolutions at Citigroup and Chevron.

Resolution Withdrawals Signal Success in Shareowner Advocacy Early in 2006 Proxy Season (03/06)
Part one of this two-part article examines withdrawal of resolutions on climate change, sexual orientation nondiscrimination, political contributions, and HIV/AIDS policies.

The Corporate Library Report on Mutual Fund Proxy Voting Finds Stagnation and Even Retreat (01/17)
Part one of this multi-part series discusses the report findings on decreasing mainstream fund support for CSR resolutions; subsequent articles examine unpublished data from the research.

Majority-Vote Director Election Shareowner Resolutions To Top 100, Dominate Proxy Season (01/10)
A memo from corporate law firm Wachtell, Lipton, Rosen & Katz opines that majority-vote elections will become universal, but shareowners still seek proxy access to nominate directors.

Shareowner Empowerment Is Alive and Well: a Preview of the 2006 Proxy Season (11/16)
Part two of this two-part article examines the developing trends in shareowner activism as resolutions are filed for the upcoming proxy season.

Transforming the Myth of Democratic Shareholder Power into a Reality (10/27)
A new paper by Harvard Professor Lucian Bebchuk debunks the myth of shareholder power to replace directors, and recommends reforms that could jumpstart the stalled SEC proxy access rule.

The Lowdown from Corporate Governance and Proxy Advisory Experts on ISS-IRRC Merger (07/19)
Implications of the buyout of the Investor Responsibility Research Center by Institutional Shareholder Services on social research and competition in proxy advisory services.

The Ghost of a Shareholder Resolution Haunts ExxonMobil Annual Meeting (05/26)
Despite an unprecedented 28 percent vote for a first-year climate change resolution and strong support for seven others, the censoring of a resolution quashes shareholder democracy.

Biting the Hand That Feeds: Mutual Fund Ties to Corporate Clients Can Affect Proxy Voting (03/10)
Study reveals that individual mutual fund firms do not alter proxy voting whether companies are clients or non-clients, but fund firms with more clients tend to vote and adopt voting policies favoring management.

Binding Resolutions and Coordination Circumvent Structural Limitations of Shareowner Action (02/18)
A preview of the 2005 proxy season reveals tactics that challenge the systemic imbalance of power favoring corporate management and directors over shareowners.

Mixed Messages and Flip-Flops as the SEC Director Nomination Rule Stagnates (02/11)
While the SEC retracts its promise to allow shareowners to file director nomination resolutions, lawsuits secure shareowner rights to nominate directors.

Top Five Socially Responsible Investing News Stories of 2004 (01/11)
Shareowner engagement shifted from confrontational to collaborative, sustainability analysis fused with financial analysis, and fiduciary duty expanded to include social and environmental issues.

Book Inspires Symposium on How Governance Codifies Excessive Executive Pay (10/14)
The book is written by Harvard Law Professor Lucian Bebchuk and Berkeley Law Professor Jesse Fried, and the Symposium is hosted by Columbia Law School.

As Mutual Funds Prepare to Reveal Proxy Votes, Guideline Disclosure Acts as Acid Test (08/25)
Investor-friendly website accessibility to mutual funds' proxy voting guidelines may signal proxy voting record accessibility and investor-friendly proxy voting.

Harvard Study Correlates Staggered Boards With Lower Shareowner Value (07/15)
Evidence presented in the study suggests that staggered boards do not simply reflect lower firm value, but rather that they bring about lower firm value.

ExxonMobil Mocks Climate Change, Maine Treasurer Finds It No Laughing Matter (05/27)
Senior management remains resolute in its disbelief of climate change risk.

Companies Ignore Majority Votes on Shareowner Resolutions (05/20)
Some high-profile companies are taking advantage of the non-binding nature of shareowner resolutions.

Avon Shareowners Withdraw Two Resolutions Before Annual Meeting (05/05)
Avon agreed to hold annual board of director elections and to phase out phthalates from its products, prompting shareowners to withdraw their resolutions on these two issues.

Disney Vote and California Bill May Affect SEC Shareowner Director Nomination Rule (03/10)
The significant withhold vote at Disney and a bill being considered by the California State Legislature may have a bearing on the SEC's proposed rule on shareowner director nominations.

Top Five Social Investing News Stories of 2003 (12/19)
The major social investing news stories of the year include SEC reforms, stock exchanges mandating social, environmental, and corporate governance practices, and climate risk assessment defined as a fiduciary duty.

2003 Proxy Season Roundup: Shareowner Action Success Measured On and Off the Record (12/17)
While the 2003 proxy season produced some impressive numbers, shareowner advocates also define success in ways that are not easily quantifiable (Part one of a two-part article.)

Board Pay, Board Say (12/16)
Two new reports assess the past year for directors of corporate boards, examining issues such as director pay, workload, and independence.

Women Sit in Less Than a Seventh of Fortune 500 Board of Director Seats (12/11)
According to a new Catalyst report, women will inhabit less than a quarter of Fortune 500 board director seats by 2023, though regulations and shareowner action may change this.

Watchdog Fund Established to Take a Bite Out of Corporate Governance Malfeasance (12/09)
The new investment vehicle is part mutual fund, part shareowner advocate, and part hedge fund.

SEC Opens Proxy to Shareowner-Nominated Directors, Critics Bemoan Triggers, Thresholds (10/09)
New SEC rules will allow shareowners to use companies' proxies to nominate director candidates, but corporate governance advocates point out potential pitfalls.

ISIS Product Offers Shareowner Action without Portfolio Management (10/01)
Institutional investors can use ISIS's Responsible Engagement Overlay to promote better social and environmental performance at companies through dialogue, proxy voting, shareowner resolution filing, and research.

Identifying the Effects of Interlocking Directorships on Board Independence (09/26)
A new report from The Corporate Library uncovers ways interlocking directorships impede board independence, though shareowner activists could leverage this interlock to push corporate governance reform.

AFL-CIO Advocates Active Ownership as a Way to Enhance Shareowner Value (09/16)
The AFL-CIO coordinates resolution filing, assesses managers' proxy voting records, and identifies worker-friendly investments for union pension funds.

Influential Institutional Investors to Form National Coalition for Corporate Reform (09/10)
The National Coalition for Corporate Reform, championed by state treasurers and pension funds, seeks to restore investor confidence through better corporate governance.

New Proxy Voting Recommendation Service Provides Choice, Objectivity (09/05)
Investor Responsibility Research Center teams with Glass, Lewis & Co. to provide proxy voting recommendations and voting services to institutional investors.

Corporate Governance Ratings Take Different Approaches to Produce Similar Results (08/19)
GovernanceMetrics International rates corporate governance in relation to other companies, while Institutional Shareholder Services rates in relation to market indexes.

Ford's Latest CSR Report Increases Transparency by Using GRI Guidelines (08/12)
Ford's decision to base its 2002 Corporate Citizenship Report on Global Reporting Initiative (GRI) guidelines will help analysts get a fuller picture of the company's performance (part one of a two-part article).

SEC Report on Shareowner Nomination of Directors Opens Some Doors, But May Close Others (07/18)
A recent SEC report recommends several solutions for allowing shareowners access to director nominations, but social investors worry it may not solve some problems.

Johannesburg Securities Exchange Requires Compliance with King II and Global Reporting Initiative (07/16)
Companies listed on the Johannesburg Securities Exchange will soon have to comply with King II corporate governance codes as well as Global Reporting Initiative guidelines.

Apria Democratizes Director Elections (06/24)
Apria Healthcare Group set a precedent as the first company to allow shareowners to nominate candidates for board of director elections.

IRRC Platform Combines Corporate Governance and Social Responsibility Research (06/12)
The Investor Responsibility Research Center merges its corporate governance research tool with its social responsibility research tool in a web-based platform.

Shareowner Advocates Tell SEC How Best to Democratize Board Election Process (06/11)
The question is not whether shareowners should have access to the proxy to nominate directors, but what percentage of stock ownership qualifies shareowners to make nominations.

Increasing Shareowner Action Fuels Record Proxy Season (05/20)
Shareowners are increasingly recognizing and practicing their right to influence corporate practices and policies by filing and voting on shareowner resolutions.

Report Asks When ExxonMobil Will Wake Up to Climate-Related Risks (05/15)
For the second year in a row, a report tells ExxonMobil shareowners to beware of the significant risks the company faces in terms of how the oil giant addresses climate change.

Shareowners Press Avon to Walk the Walk (05/08)
Shareowners vote overwhelmingly for board independence at Avon while questions about potential carcinogens in its products linger.

The Key to Director Independence: Equal Access to Corporate Board Elections (04/01)
A growing number of investors are demanding that shareowners be given the right to nominate candidates for board of director elections.

CalPERS Says Xerox's Corporate Governance Not Worthy of Copying (03/27)
Pension fund giant names six companies that need to improve their corporate governance.

Watching the Public Company Accounting Watchdog (03/21)
The Public Company Accounting Oversight Board Association is slowly getting to work and it will be scrutinized by the newly-formed Association for Integrity in Accounting.

ExxonMobil Receives 23 Shareowner Resolutions on Issues Ranging from Climate Change to Corporate Governance (02/26)
Concerted shareowner action this proxy season targets ExxonMobil over such issues as its refusal to address climate change and its coupling of CEO and Chairman of the Board.

SRI Issues Will Impact Companies' Financial Performance, UK Pension Fund Trustees Say (02/25)
A recent survey finds that pension fund trustees in the United Kingdom view socially responsible investing (SRI) issues as linked to companies' future financial performance.

Fannie Mae Receives High S&P Corporate Governance Rating (02/14)
Fannie Mae becomes the first U.S. company to release its corporate governance score (a 9 out of 10) from Standard & Poor's Governance Services.

SEC Tells Mutual Funds To Disclose Their Proxy Votes (01/24)
The Securities and Exchange Commission voted in favor of rule changes that require mutual fund companies to disclose their proxy voting policies and their actual proxy votes.

ICCR Proxy Resolutions Book Gauges Shareowner Action Climate (01/22)
In its new publication, the Interfaith Center on Corporate Responsibility rounds up the social and environmental shareowner resolutions to be voted on in the 2003 proxy season.

Top Five Social Investing News Stories of 2002 (01/14)
The major social investing news stories of the year include significant corporate governance reforms and the success of community investment.

Social Investment Forum Outlines "Next Wave" of Corporate Governance Reforms (12/20)
Additional reforms besides those already on the table will be necessary to create meaningful corporate governance reforms, according to the U.S. Social Investment Forum.

Companies Face Corporate Governance Hurdles (11/21)
Most public companies will need to restructure their corporate governance policies and practices to comply with new listing standards at NYSE and NASDAQ.

Corporate Governance Now Rated by Mainstream Investment Research Firms (10/25)
Mainstream investment research firms are now evaluating corporate governance as a potential indicator of stock valuation.

Board of Directors Survey Reveals Progress and Gaps in Corporate Governance (10/18)
A recent survey of board directors at Fortune 1000 companies found improvement in some areas, but also identified areas in need of improvement.

IRRC to Release Corporate Governance Rating Tool (10/03)
The Investor Responsibility Research Center will launch a new scoring system for evaluating and benchmarking corporate governance performance.

The Strengths and Inadequacies of the Sarbanes-Oxley Act (09/27)
Social and mainstream investors alike applaud the positive reforms instituted by the Sarbanes-Oxley Act, but also point to additional reforms needed to clean up the markets.

SRI Mutual Funds Continue and Enhance Corporate Governance Screening (08/29)
While the SRI industry has long screened for corporate governance criteria, the recent accounting scandals have prompted the development of more comprehensive corporate governance screens.

Conference to Consider the Business Case for SRI (07/29)
Institutional investors will discuss SRI at the Green Mountain SRI Summit, to be held in Stowe, Vermont in September.

New York Stock Exchange Calls for Tighter Corporate Governance Standards (06/12)
At the SEC's request, the New York Stock Exchange drafted recommendations to fortify corporate governance standards and restore investor confidence.

EMC Shareowners Vote for a More Independent and Diverse Board (05/15)
At the recent EMC annual meeting, a board independence resolution received majority support, while a board diversity resolution easily surpassed the SEC threshold for resubmission.

EMC Maintains Firewall on Its Board Diversity Efforts (01/23)
The computer hard drive giant continues to resist sharing its board diversity initiatives with investors, and now is petitioning the SEC to omit socially responsible shareowner resolutions from its proxy.

Study Correlates Shareowner Rights with Strong Stock Price Performance (12/07)
Through the 1990s, stock in firms that preserved shareowner rights outperformed companies that bolstered management's power, according to an academic paper.

Book Review: The New Global Investors (07/25)
Robert Monks calls on institutional investors to exercise their rights as shareowners and hold senior managers accountable for company performance and practices.

Better Corporate Governance Pays Off for Large Companies in Emerging Markets (06/04)
Recent study across global emerging markets finds large companies with good corporate governance yield better bottom lines.

ExxonMobil Feeling Heat on Both Sides of the Atlantic (05/17)
Shareholder resolutions and boycotts put pressure on oil giant to change its stance on global warming and embrace clean energy.

Getting Boards to Address the Triple Bottom Line (05/15)
New report proposes a set of principles and actions to assist corporate boards in addressing the triple bottom line of economic, social and environmental performance.

Fortune Names Worst Corporate Boards (05/03)
Excessive CEO and board member pay a recurring point in the annual roster of America's worst corporate boards.

Shopping for Responsibility (04/02)
Internet site is helping consumers base shopping decisions on values.

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