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Maria Sharapova, twice a champion at Roland Garros, is denied a wild card invitation to this month’s French Open
May 17, 2017 at 01:13AM
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Twenty Practical Steps to Better Corporate Governance | The Corporate Secretaries International Association (CSIA) Please click the li...
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Maria Sharapova, twice a champion at Roland Garros, is denied a wild card invitation to this month’s French Open
May 17, 2017 at 01:13AM
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The new French president’s seduction of politicians on left and right has caused turmoil in traditional parties.
May 17, 2017 at 01:13AM
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Bad news for consumers as British Inflation hit its highest level in three and a half years in April with prices up by 2.7 percent from a year ago.
May 17, 2017 at 01:13AM
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The UN Ocean Conference, New York. June 5–9, 2017
Meetings, conferences, workshops, breakout sessions, academic papers — this is the conventional format and process today for the presentation of ideas. It is effective to a point, and I have attended and spoken at many, but one begins to wonder about it all as a kind of system apart, a secret society that has its rules of selection, rituals of initiation, politics of leadership and reputation, and sense of its relation to the rest of the world that is independent, elite, and indifferent to effect beyond its hallowed walls.
That may be harsh, but so often these meetings conclude with lofty resolutions, urgency defined by the long view, and impact at best as stimulus for others within the circle to affirm or deny. Some such endeavors have the highest aspiration. The United Nations is a place for the best of such discussions, sometimes, as in the recognition of climate change as a compelling circumstance in the security and insecurity of a globalized world. The UN process extends for decades, literally tens of years at a time in the evolution of policy and practice in such areas as the rights of indigenous peoples, international standards, and the law of the sea.
At this moment, the UN has before it the challenge of its 17 Sustainable Development Goals. Goal 14 is Life Below Water, and it is the subject of a major UN Ocean Conference in June 2017 wherein all the nations, UN agencies, civil society and non-government organizations, the scientific community, financial institutions, and other interested parties will convene at the General Assembly in New York to exchange views, set objectives, seek funds, build partnerships, and otherwise focus specifically on the ocean and its relation to action toward sustainability in the 21st century. This conference, co-hosted by Sweden and Fiji, purports to be “a game changer that will reverse the decline of our ocean for people, planet, and prosperity.” There will be a final consensus declaration and call for action for the implementation of Goal 14 as part of an agenda targeted for success by 2030.
The United Nations is the world’s grand secret society. Its machinations are pervasive, sometime fraught, oftentimes successful, and in its hand is found in the middle of the mix of international policy, regulation, collaborative practice, and conflict resolution that affects our lives in ways the public does not fully perceive or understand. It is, nonetheless, a system based on voluntary funding and commitments and is subject to the limits of consensus, not to mention the veto power of certain individual nations that can defy the agreement among all the others.
Making progress in such an organization requires understanding of the conflicting needs among nations, diplomacy, compromise, and integrity measured mostly by payment of dues, funds dedicated by certain nations for certain goals and objectives, and time. The schedule of events and the organizational structure is designed to allow for the process to unfold at the most practical level, hence a pace that is set not so much by the disinterested as by the capacity of every nation to live up to its best intentions. For a long time I misunderstood and fought against this apparently endless dialogue and practice, until I realized that it is the only way such a complicated set of interests and needs can be communicated and reconciled toward incremental achievement.
So for a week in New York, the ocean apparat will gather for The Ocean Conference: Our Oceans, Our Future — one of those seminal events where expectation is high and the urgency to move forward is palpable. The final report will include summaries of partnerships made, specific new projects and concrete action to advance Goal 14, and voluntary contributions committed. Toward this outcome I can only add an enthusiastic voice of support and the full participation of the World Ocean Observatory to communicate the outcome.
The Sustainable Development Goals (SDG) were created as an attempt to organize a vast compendium of issues and needs, of knowledge and intent, into understandable goals, objectives and strategies. But what I continue to argue is that the ocean is the global commonality encompassing the entirety of this compendium. There is no other totally inclusive system that contains all the problems and all the solutions. The ocean cross-cuts them all, involves them all, integrates them all, and relates them all as the focus, the ecological commons that overlays all this effort and aspiration and informs all response at every level, from the consequence of indifference to the success of future action, from individual to local, regional, and global response. I assert that the ocean is the nexus for the true collaboration and realization of all these goals for worldwide sustainable development.
Follow the conversation using the hashtags #SaveOurOcean and #SDG14. Join the effort to save our ocean by registering your voluntary commitment at http://ift.tt/2pHCRYL.
– – –
United Nations Ocean Conference: Our Oceans, Our Future first appeared as a 5-minute audio episode on World Ocean Radio. Host Peter Neill is founder and director of the World Ocean Observatory, a web-based place of exchange for information and educational services about the health of the world ocean. Online at worldoceanobservatory.org.
— This feed and its contents are the property of The Huffington Post, and use is subject to our terms. It may be used for personal consumption, but may not be distributed on a website.
May 17, 2017 at 01:21AM
from Peter Neill
EllieMae, Inc. (ELLI) provides on-demand software solutions and services for the residential mortgage industry in the United States. EllieMae is one of the stocks in my portfolio. ProxyDemocracy.org had collected the votes of one fund family when I checked and voted. Their annual meeting is coming up on May 17, 2017, so vote now.
I voted FOR #4 to declassify the board. See how and why I voted other items below. I voted with the Board’s recommendations % of the time. View proxy via SEC’s EDGAR system (look for DEF 14A).
Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
From the Yahoo Finance profile: EllieMae’s ISS Governance QualityScore as of May 1, 2017 is 6. The pillar scores are Audit: 1; Board: 4; Shareholder Rights: 4; Compensation: 9. Brought to us by Institutional Shareholder Services (ISS). Scores range from “1” (low governance risk) to “10” (higher governance risk). Each of the pillar scores for Audit, Board, Shareholder Rights and Compensation, are based on specific company disclosures. That gives us a quick idea of where to focus: Compensation.
EllieMae’s Summary Compensation Table (p. 47) shows the highest paid named executive officer (NEO) was CEO Jonathan Corr at $4.3M in 2016. I am using Yahoo! Finance to determine the market cap ($3.7B) and I am roughly defining large-cap as $10B, mid-cap as $2-10B, and small-cap as less than $2B.EllieMae is a mid-cap company. According to the Equilar Top 25 Executive Compensation Survey 2015, the median CEO compensation at mid-cap corporations was $5.3M in 2015, so pay was below that amount. EllieMae shares outperformed the NASDAQ over the most recent one, two, five and ten year time periods.
Egan-Jones Proxy Services takes various measures to arrive at a proprietary rating compensation score, which measure wealth creation in comparison to other widely held issuers.
EllieMae earned a compensation score of “Superior,”
We believe that the Company’s compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company’s long-term success and the enhancement of shareholder value. Therefore, we recommend a vote FOR this Proposal.
I agreed and voted “FOR” the say-on-pay item.
I have no reason to believe the auditor has rendered an inaccurate opinion, is engaged in poor accounting practices, or has a conflict of interest. However, Egan-Jones recommends voting against, favoring auditor rotation after seven years. I am not quite ready to set that as the bar, so voted FOR.
Egan-Jones also recommended that clients vote FOR all directors. However, that endorsement was qualified with the following statement:
If in the future, Affiliated outside director Crag Davis continues to serve on the Compensation and Nominating/Corporate Governance Committee, Affiliated outside director Frank Schultz continues to serve on the Nominating/Corporate Governance committee, Affiliated outside director Carl Buccellato continues to serve on the Compensation committee and Affiliated outside director A. Barr Dolan continues to serve on the Audit committee, we will recommend that clients withhold votes from them upon re-election. We prefer that the key Board committees namely Audit, Compensation and Nominating/Corporate Governance Committees be comprised solely of independent outside directors for sound corporate governance practice.
That seems like excellent advice to me, so I did the same.
James McRitchie (that’s me) is the proponent. I voted ‘FOR.’ Only 31% of the S&P 1500 have a classified board. Per the chat below, classified boards are rare at S&P 500 companies. Here’s what Egan-Jones said:
Recommendation: After evaluating the details given about the shareholder proposal, we believe that corporate governance procedures and practices, and the level of accountability that the Company imposes, are closely related to financial performance. It is intuitive that when directors are accountable for their actions, they perform better. We therefore prefer that the entire board of a company be elected annually to provide appropriate responsiveness to shareholders. As such, we recommend a vote FOR this Proposal.
Background: The shareholders are being asked that the Company take the steps necessary to reorganize the Board of Directors into one class with each director subject to election each year. Although the company can adopt this proposal topic in one-year and many investors are in favor of a one-year implementation, this proposal allows the option to phase it in over 3-years.
Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”
A total of 79 S&P 500 and Fortune 500 companies, worth more than one trillion dollars, adopted this proposal topic since 2012. Annual elections are widely viewed as a corporate governance best practice. Annual election of each director could make the directors more accountable, and thereby contribute to improved performance and increased company value.
This proposal may get strong support at the 2017 annual meeting. For instance in 2016 the Company gave strong majority support to another corporate governance improvement proposal – proxy access for shareholders.
Vote FOR #4.
As mentioned above, ProxyDemocracy.org had collected the votes of one fund when I voted. Proxy Insight reported additional votes from CalSTRS, Teacher Retirement System of Texas (TRS), and Calvert. Each voted FOR all items, including Item #4 to declassify the board of directors.
| # | PROPOSAL TEXT | CorpGov/CalSTRS/TRS/Calvert | CBIS |
|---|---|---|---|
| 1.1 | Elect Director Karen Blasing | For | For |
| 1.2 | Elect Director Jonathan Corr | For | For |
| 1.3 | Elect Director Robert J. Levin | For | For |
| 1.4 | Elect Director Jeb S. Spencer | For | For |
| 2 | Ratify Grant Thornton LLP as Auditors | For | Against |
| 3 | Ratify Named Executive Officers’ Compensation | For | For |
| 4 | Declassify the Board of Directors | FOR | For |
To be considered for inclusion in our proxy materials for next year’s annual meeting in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), your proposal must be submitted in writing by December 7, 2017, to our Secretary, at Ellie Mae, Inc., 4420 Rosewood Drive, Suite 500, Pleasanton, California 94588 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.
Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime).I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” which is often chosen aspirationally. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world. The rationale for peer group benchmarking is a mythological market for CEOs.
The post EllieMae Proxy Voting Guide: CorpGov.net appeared first on Corporate Governance.
May 15, 2017 at 01:24AM
from James McRitchie
WholeBoardDevelopmnt retweeted:
“The prehistory of the commercial speech doctrine starts in 1942, with Valentine v. Chrestensen” 25 Wm. & Mary Bill Rts. J. 965 #corpgov
May 15, 2017 at 01:17AM
https://twitter.com/WholeBoardDev/status/863847997070876672
from WholeBoardDevelopmnt
"The prehistory of the commercial speech doctrine starts in 1942, with Valentine v. Chrestensen" 25 Wm. & Mary Bill Rts. J. 965 #corpgov
— Stefan Padfield (@ProfPadfield) May 14, 2017
Corporate Governance retweeted:
“The prehistory of the commercial speech doctrine starts in 1942, with Valentine v. Chrestensen” 25 Wm. & Mary Bill Rts. J. 965 #corpgov
May 15, 2017 at 01:17AM
https://twitter.com/ToGovern/status/863847511496249344
from Corporate Governance
"The prehistory of the commercial speech doctrine starts in 1942, with Valentine v. Chrestensen" 25 Wm. & Mary Bill Rts. J. 965 #corpgov
— Stefan Padfield (@ProfPadfield) May 14, 2017
Nell Minow retweeted:
Here’s to Sundays and have a good eve …. #CorpGov cartoon via @NewYorker – who else ? @nminow @barsallocarlos
May 15, 2017 at 01:17AM
https://twitter.com/nminow/status/863846520080257024
from Nell Minow
Here's to Sundays and have a good eve …. #CorpGov cartoon via @NewYorker – who else ? @nminow @barsallocarlos http://pic.twitter.com/c2NbEBaP0a
— Dina Medland (@dinamedland) May 14, 2017
The only way to change your future is to step off the path and step into the forest. No one is going to do it for you.
A fixed mindset congeals your future in the past.
The great tragedy of leadership is being so busy leading that you neglect your own development.
Where the path ends and the forest begins:
#1. Concept versus reality: The concept of growth is easier than the reality.
Growth requires:
“We never grow until we do something we’ve never done.”
The post Where the path ends and the forest begins appeared first on CUInsight.
April 28, 2017 at 01:22AM
from Wendy Bignon
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ST. LOUIS–(BUSINESS WIRE)–Reinsurance Group of America, Incorporated (NYSE: RGA), a leading global provider of life reinsurance, reported first-quarter net income of $145.5 million, or $2.22 per diluted share, compared with $76.5 million, or $1.17 per diluted share, in the prior-year quarter. Adjusted operating income* totaled $122.1 million, or $1.86 per diluted share, compared with $120.8 million, or $1.85 per diluted share, the year before. Net foreign currency fluctuations had an adverse
April 28, 2017 at 01:24AM
from
By Jack Kelly:
President Trump along with his former Goldman Sachs guys gang, Director of the National Economic Council Gary Cohn and Treasury Secretary Steve Mnuchin, announced plans for a dramatic new tax plan.
Since most everyone reading our newsletter has a job or wants a job, has some money or hopes to have money, it makes sense to understand what the tax plan hoopla is all about.
Who better to tell you then a recruiter-business owner-lousy writer who can’t balance a checkbook?
US companies currently pay a corporate tax rate of 35%. This is the highest in the world until you factor in their hiding money abroad in other countries and hiring armies of nerdy tax accountants and feisty lawyers figuring out loopholes that would throw the rest of us in jail.
Trump and Goldman wants to reduce the tax rate down to 15%.
The prevailing theory behind reducing taxes is that the more money that both companies and individuals have in their pockets by not paying the government will be spent and thereby stimulate business growth. For example, a drop from 35% to 15% in real dollar terms could result in companies having multimillions of dollars at their disposal. The corporations could then spend the windfall on building new factories, starting new business lines, hiring more people, and buying other companies. The tax break would also encourage businesses to bring back money that is now held abroad.
Yes, I know what you are thinking, the CEOs and executives could also spend it on themselves. Sorry, stuff like that will always happen.
Trump and the Goldman gang say that the tax cut will “pay for itself” through increased economic growth which may ultimately spur even more tax revenue. Treasury Secretary Steve Mnuchin, a former investment banker, has said the tax changes will act as a stimulus that will lead to economic growth of 3 percent.
However, the downside could be that lower tax rates cause less tax revenue for the government which could be a serious problem for the already mountainous national debt and ballooning deficit.
The Tax Policy Center, a nonpartisan organization (do we really believe anyone is nonpartisan anymore?), estimated that collections would fall $6.2 trillion over a decade. The organization also said it would add $7.2 trillion to the debt. Obviously, they are a bunch of killjoys.
Trump also wants to repeal the tax on inheritances, not so subtly referred to as the “death tax” and other measures to help decrease the tax burden on individuals. Similar to companies, if a person has more money in their pocket as opposed to sending it to the government to waste, she/he could use the extra money to invest, save, buy a new home or car, take a vacation or purchase other goods and services. Multiply this out by the entire population and the extra money circulating in the economy should have a meaningful effect of growing the economy and creating new jobs. .
We are far from finished and still do not have all the details yet. The president signed an order last week that requires Treasury Secretary Steve Mnuchin to report on ways to simplify the tax within 60 days, with a final report due in 150 days.
The post Everything you need to know about the Exciting and Stimulating new Tax plan but too Scared to ask appeared first on Compliancex.
April 28, 2017 at 01:17AM
from The Compliance Exchange