Analysis of the proxy voting at Russell 3000 company meetings last year found that 61 companies (2.8%) failed in achieving at least 50% support for their say on pay votes which have been compulsory in the US since 2011, according to pay consultants Semler Brossy. Looking at the number of companies that ‘failed’ their say on […]

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The Council of Institutional Investors (CII), which represents pension funds and other institutional investors in the US, has published two reports highlighting the most effective ways to conduct and disclose engagement between investors and companies. CII Investor-Company Roundtable: Effective Engagement is the result of a roundtable convened by CII in July 2015 to discuss the most effective […]

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The International Corporate Governance Network (ICGN) has welcomed the ongoing work on the Japanese Corporate Governance and Stewardship Codes. A panel of experts was established in September to encourage the adoption of the codes as well as further improving corporate governance of all listed companies in Japan. Japan’s Stewardship Code, was established and released in February 2014 while  Japan’s […]

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The world of corporate governance and shareholder voting appears to have plumbed new depths this week with charges of fraud being levied against a unit of RCS Capital Corp in relation to shareholder voting. http://www.sec.state.ma.us/sct/current/sctrealtycapital/Realty-Capital-Complaint-11-12-15.pdf According to the complaint, RCS employees used “fake accents” to pass themselves off as real shareholders in order to meet […]

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Back in September 2011, the FT ran a story exploring the frustrations felt by investors over complexity and opacity in the voting chain (“Call for clarity in proxy voting process”, FTfm, 12th September 2011). In many ways the article was no different to much of the other hand-wringing that has characterised commentary on this subject. […]

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The simple but powerful statement of solidarity with the notion of a free society that articulated the public reaction to the recent horrific events at the offices of Charlie Hebdo in Paris shows just how important freedom is in our modern age. Not just freedom of expression, but freedom of belief and movement too. “Je […]

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The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on  the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. We welcome the focus placed by the SEC on the role and responsibilities of […]

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The European Commission has published its formal proposal for the much-leaked update to the 2007 Shareholder’s Rights Directive. It forms a part of the “road map” for the Commission’s 2012 company law and corporate governance action plan which is aimed at “enhancing transparency and engaging shareholders”. The draft directive identifies 5 specific objectives: Improvement of […]

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The Swiss Federal Council recently published their “Proposal for an Ordinance against abusive remuneration practices” in response to the successful popular referendum on what has been dubbed the “Minder Initiative”.  It is the first formal consultation stage ahead of the tabling of a formal legislative proposal, timetabled for November, in time for a January 1st 2014 implementation date. The […]

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It’s being quite a few days for corporate governance. First, the unprecedented (at least since our records began in 1996) shock yesterday of Sir John Bond’s ejection as Chair of Glencore Xstrata, whilst in the same week, the PR chicanery currently being played out in the US ahead of JPMorgan’s AGM next week over the question of whether the Chair and Chief Executive […]

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