Anticipation that the US Securities and Exchange Commission is due to finalise three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act compensation rules as well as recent rulings from Delaware Courts will keep executive pay in the spotlight during 2016, according to Vivien Coates of law firm, Womble Carlyle Sandridge & Rice. Coates said that due to increased scrutiny […]
Read MoreThe 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 […]
Read MoreThe US proxy access debate took a fresh turn recently with the attempt by seasoned governance commentator James McRitchie (www.corpgov.net) to get a shareholder proposal on the ballot at US organic food retailer Wholefoods. He submitted a proposal under which one or more shareholders owning 3% or more of outstanding shares for at least three […]
Read MoreWhen Dale Wannen of US investment advisor Sustainvest Asset Management wanted Irish pharmaceuticals company Actavis to publish an annual sustainability report he didn’t just write a letter to the directors, or lobby a regulator for a rule change, he took matters into his own hands and proposed a shareholder resolution.
Read MoreThe 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 […]
Read MoreApril is probably not the ideal month to launch a consultation for anyone involved in corporate governance, nevertheless the Canadian Securities Administrators (CSA) issued a call for comment on its proposed best practice guidance for the proxy research industry. The consultation was scheduled to close on June 23rd, however following representation from stakeholders, the CSA has granted […]
Read MoreObscure securities lending practices have been a cause for concern for the governance community in recent years as the ability to recall shares at short notice can negatively impact investors’ ability to vote at general meetings. The US Senate is now adding its weight to worries about the industry and is launching an investigation into the […]
Read More“The investing community desires change”. Not something we weren’t aware of, surely? However, when it’s a summary of the almost unanimous response to the most comprehensive regulatory review of the US proxy system the SEC has undertaken in 30 years, this finding is highly significant. In short, the Securities Transfer Association analysis of the 199 […]
Read MoreThe SEC is seeking investor input on its proposals to give shareholders a non-binding vote on executive compensation and some “golden parachute” severance arrangements. Under the proposed rules, publicly traded companies would have to provide shareholders with an advisory vote on executive pay and seek input from shareholders as to how frequently the say on pay vote will take place. Draft […]
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