Twenty Practical Steps to Better Corporate Governance | The Corporate Secretaries International Association (CSIA) Please click the li...
#BoardOfDirectors Friends of Youth names new members to board of directors – Friends of Youth names new members to board of directors Kirkland ReporterFull coverage http://bit.ly/2Cj4zAV
— Muzaffaruddin Alvi (@Muzaffar1969) December 28, 2017
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#BoardOfDirectors New directors joining Chamber board – New directors joining Chamber board http://bit.ly/2l7PurY (press release)Full coverage http://bit.ly/2lkAkiu
— Muzaffaruddin Alvi (@Muzaffar1969) December 27, 2017
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#BoardOfDirectors CannaRoyalty Announces Additions to its Board of Directors – CannaRoyalty Announces Additions to its Board of Directors Canada NewsWire (press release)Full coverage http://bit.ly/2lhIWWX
— Muzaffaruddin Alvi (@Muzaffar1969) December 27, 2017
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#BoardOfDirectors Simsbury Bank Elects Dr. Kolawole Olofinboba to Its Board of Directors – Simsbury Bank Elects Dr. Kolawole Olofinboba to Its Board of Directors Business Wire (press release)Full coverage http://bit.ly/2BAjjLS
— Muzaffaruddin Alvi (@Muzaffar1969) December 22, 2017
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#BoardOfDirectors Notes from KYSA board of directors meeting – Notes from KYSA board of directors meeting Kamloops This WeekFull coverage http://bit.ly/2BuEv64
— Muzaffaruddin Alvi (@Muzaffar1969) December 21, 2017
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Motley Fool |
3 Mid-Cap Stocks With Big-Cap Potential
Motley Fool These three companies have proven their mettle and grown to mid-cap status. We think they are just starting to tap their large-cap potential. Jason Hall, Sean Williams, and Demitrios Kalogeropoulos. (TMFVelvetHammer). Jun 3, 2017 at 11:11AM. Mid-cap … |
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Tech investors know there’s stress involved with running a company, and they’re now paying for mental health services.
May 30, 2017 at 10:46PM
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Goldman Sachs analysts say the $50-a-barrel level for WTI oil may help to fuel a balance in the market.
May 30, 2017 at 11:01PM
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Demonstrators prepare to gather outside bank’s headquarters
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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: Facebook, Inc.’s ISS Governance QualityScore as of May 1, 2017 is 10. The pillar scores are Audit: 2; Board: 10; Shareholder Rights: 9; Compensation: 10. 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: Board, Shareholder Rights and Compensation.
Facebook’s Summary Compensation Table (p. 27) shows the highest paid named executive officer (NEO) was COO Sheryl K. Sandberg at $24.5M in 2016. I am using Yahoo! Finance to determine the market cap ($441B) and I am roughly defining large-cap as $10B, mid-cap as $2-10B, and small-cap as less than $2B. Facebook is definitely a large-cap company. According to EY Center for Board Matters, the 3-yr average CEO compensation at large-cap corporations is $12.7M, so pay was well above that amount. Facebook 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.
Facebook earned a compensation score of “Superior.”
I would have voted “AGAINST” a say-on-pay item if we had the right to vote on pay, which we don’t. The “Lake Woebegone effect,” where everyone is above average and the averages are recalculated upward every year, has to stop. We cannot just keep voting in favor of higher and higher pay packages. I could understand paying more than median, since Facebook has done well but that much more. I voted against all the compensation committee members: Andreessen, Hastings, and Thiel.
I have no reason to believe the auditor has rendered an inaccurate opinion or is engaged in poor accounting practices. Egan-Jones recommends voting against, favoring auditor rotation after seven years. I am not quite ready to set that as the bar, but also voted AGAINST, since the auditor serves at the pleasure of founder Mark Zuckerberg and see that as a potential conflict of interest.
As mentioned above, I voted “Against” the compensation committee.
Egan-Jones concluded as follow, with regard to Board nominees:
Inside director Mark Zuckerberg is a current Chairman of the Board and CEO of the Company, and combined with the Board Rating of Some Concerns the Company has received, we recommend that clients WITHHOLD votes from this nominee. We believe that there is an inherent potential conflict, in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold annual director elections, have one class of voting stock only, have key board committees consisting of independent directors and majority of independent directors on board and include non-binding compensation vote on agenda to further ensure board independence and accountability.
Moreover, we recommend that clients WITHHOLD votes from Affiliated outside director Peter A. Thiel, current member of the Compensation & Governance Committee of the Board. We believe that key Board committees namely Audit, Compensation, and Nominating Committees should be comprised solely of Independent outside directors for sound corporate governance practice.
I voted against all the Board nominees. Facebook founder Mark Zuckerberg personally controls the firm with over 52% of the vote, though he owns only 14.36% of the economic value of the firm. Under those circumstances, directors are not really independent. They serve at Zuckerberg’s pleasure.
NorthStar Asset Management is the lead filer on this proposal. I and others co-filed. By allowing certain stock to have more voting power than others, the company takes our money but does not give us an equal voice in the company’s management. Facebook founder Mark Zuckerberg personally controls the firm with over 52% of the vote, though he owns only 14.36% of the economic value of the firm.
Without a voice, shareholders cannot hold management accountable. This is most apparent in last year’s vote to approve a third, non-voting, share of stock which has been described as a move that specifically sought to ensure that Mr. Zuckerberg retain control of the Company despite his plan to transfer the majority of his Facebook stock over time to the “Chan Zuckerberg Initiative LLC, an actual corporation under his control that can even turn a profit.”
Despite that almost 1.5 billion shares of stock voted against the creation of the non-voting class, Mr. Zuckerberg’s voting power alone was able to vote in the creation of the class.
Vote ‘FOR’ to send a message that Facebook shareholders believe each share should carry equal weight. Let’s do what we can to end the dictatorship, which may be benevolent right now but may not be tomorrow. Facebook should not be a democratic-free zone. Those aren’t good either for shareholders or society in the long-run.
#4 Report on Lobbying Payments and Policy
Additional disclosure of the company’s lobbying-related policies and oversight mechanisms, along with its trade association memberships and payments, would help shareholders better assess the risks and benefits associated with the company’s participation in the public policy process. Vote FOR.
#5 Report on Human Rights Risk Assessment Process
A vote FOR the shareholder proposal is warranted as shareholders would benefit from additional disclosure related to the operational and reputational risks posed to the company by fake news.
A vote FOR this resolution is warranted, as Facebook lags its peers in addressing gender pay disparity at the company. By not keeping pace with its peers, Facebook is put at a competitive disadvantage in the recruitment and retention of employees.
#7 Require Independent Board Chairman
Research A vote FOR this proposal is warranted given the importance of having an independent chairman of the board. As Egan-Jones notes, “there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability.”
As mentioned above, ProxyDemocracy.org had collected the votes of two fund families when I voted. Proxy Insight reported additional votes from Canada Pension (CPPIB), Teacher Retirement System of Texas (TRS), and others. All voted FOR #3 to move to one-share, one vote.
| # | PROPOSAL TEXT | CorpGov | CalSTRS | CALVERT | TRILLIUM |
|---|---|---|---|---|---|
| 1.1 | Elect Director Marc L. Andreessen | Withhold | Withhold | Withhold | Withhold |
| 1.2 | Elect Director Erskine B. Bowles | Withhold | Withhold | Withhold | Withhold |
| 1.3 | Elect Director Susan D. Desmond-Hellmann | Withhold | Withhold | Withhold | Withhold |
| 1.4 | Elect Director Reed Hastings | Withhold | Withhold | Withhold | Withhold |
| 1.5 | Elect Director Jan Koum | Withhold | Withhold | Withhold | Withhold |
| 1.6 | Elect Director Sheryl K. Sandberg | Withhold | Withhold | Withhold | Withhold |
| 1.7 | Elect Director Peter A. Thiel | Withhold | Withhold | Withhold | Withhold |
| 1.8 | Elect Director Mark Zuckerberg | Withhold | Withhold | Withhold | Withhold |
| 2 | Ratify Ernst & Young LLP as Auditors | Against | For | For | For |
| 3 | Approve Recapitalization Plan for all Stock to Have One-vote per Share
 Has 2 user-contributed links with more info |
For | For | For | For |
| 4 | Report on Lobbying Payments and Policy | For | For | For | For |
| 5 | Report on Human Rights Risk Assessment Process | For | Against | For | For |
| 6 | Gender Pay Gap | For | For | For | For |
| 7 | Require Independent Board Chairman | For | For | For | For |
You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our amended and restated bylaws, as applicable. In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in 2018, the proposal or nomination must be received by us at our principal executive offices no later than December 15, 2017.
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 Facebook Proxy Voting Guide appeared first on Corporate Governance.
May 27, 2017 at 11:01PM
from James McRitchie
Developers will have an easier time scaling their applications to meet global needs with a database product Microsoft updated on Wednesday. Called Cosmos DB, the service lets developers store data that can be replicated across any of the company’s 34 Azure public cloud regions.
May 10, 2017 at 10:57PM
from Blair Hanley Frank
The graphics processor in Apple’s upcoming iPhone could have been based on Imagination’s new PowerVR Series8XT GT8525. Instead, the two vendors are locked in an open battle, and Imagination is threatening legal action against Apple, which is developing a homegrown GPU.
May 10, 2017 at 10:57PM
from Agam Shah
Accosted by a CBS reporter in a tunnel on his way to play a friendly game of hockey, Vladimir Putin commented on the James Comey firing, saying Trump ‘acting in accordance with his competence, in accordance with his law and Constitution.’
He then invited the elderly female reporter from CBS to a game of hockey.
“You see, I am going to play hockey with the hockey fans. And I invite you to do the same,” Putin said.
There you have it. Our expert on American law has spoken on the matter. Consider this case closed.
h/t: TraderConfessions
The post Regaled in Hockey Attire, Vladimir Putin Comments on the Firing of James Comey appeared first on Trading with The Fly.
May 10, 2017 at 11:00PM
from Dr. Fly
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The head of Amazon’s Alexa business explains why the company is investing heavily in voice services for manufacturers of various device types.
May 10, 2017 at 10:57PM
from Matt Kapko
