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May 27, 2017 at 11:45PM
from /u/FifthCrusade
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Twenty Practical Steps to Better Corporate Governance | The Corporate Secretaries International Association (CSIA)
Twenty Practical Steps to Better Corporate Governance | The Corporate Secretaries International Association (CSIA) Please click the li...
Showing posts with label May 27. Show all posts
Showing posts with label May 27. Show all posts
Saturday, May 27, 2017
DC doctor who operated on Seth Rich: “[He] was alive & well after surgery, before law enforcement showed up at ICU.”
![DC doctor who operated on Seth Rich: "[He] was alive & well after surgery, before law enforcement showed up at ICU.”](https://lh3.googleusercontent.com/blogger_img_proxy/AEn0k_svGNhKD1F3btWy9INPFDHdsOcTvf9sEuj-sTONMVKRQEvq3SGJgwJlk-CeA5fLu4XxWUK5IzD7yA=s0-d "DC doctor who operated on Seth Rich: \"[He] was alive & well after surgery, before law enforcement showed up at ICU.”") |
submitted by /u/peyote_the_coyote [link] [comments] |
May 27, 2017 at 11:45PM
from /u/peyote_the_coyote
US quietly lifts limit on number of refugees allowed in
Facebook Proxy Voting Guide
Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
Facebook Proxy Voting Guide: ISS Rating
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 Proxy Voting Guide: 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.
Facebook Proxy Voting Guide: Accounting
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.
Facebook Proxy Voting Guide: Board Proposals
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.
Facebook Proxy Voting Guide: Shareholder Proposals
#3 Approve Recapitalization Plan for all Stock to Have One-vote per Share
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.”
Facebook Proxy Voting Guide: Votes Against Board Position in Bold 
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 |
Facebook Proxy Voting Guide: Issue for Future Proposals
- Shareholders cannot call special meetings.
- No action can be taken without a meeting by written consent.
- Supermajority vote requirement (66.67%) to amend certain charter and all bylaw provisions.
- Unequal voting by share class.
- No right to proxy access.
Facebook Proxy Voting Guide: Mark Your Calendar
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.
Warnings
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 11:49PM
from James McRitchie
Revised law for Issue of summon and notice under PMLA
http://ift.tt/eA8V8J
(1) Every summon or notice shall be issued in Form 3 or Form 4 or Form 5 or Form 6, as the case may be, and signed by the Registrar or Administrative Officer.
May 27, 2017 at 09:10PM
from Editor
EUR/USD Forecast May 29-Jun. 2 2017
EUR/USD had a positive week in general, rising as prospects continue looking better in the euro-zone in comparison to the US. The upcoming week features preliminary inflation figures and PMIs. Here is an outlook for the highlights of this week and an updated technical analysis for EUR/USD. Business confidence is rising in Germany, at a faster pace […]
The post EUR/USD Forecast May 29-Jun. 2 2017 appeared first on Forex Crunch.
May 27, 2017 at 11:01PM
from Yohay Elam
Silicon Valley is trumpeting AI as the cure for the medical industry, but doctors are skeptical
http://ift.tt/eA8V8J
AI is all the rage, but some doctors fear that it’s an advertising tagline.
May 27, 2017 at 10:32PM
from
Sirius übernimmt International Medical Group
May 27, 2017 at 11:48PM
from
A powerful drug derived from marijuana is on the brink of being the first to win federal approval
An experimental drug derived from cannabis to treat epilepsy is on the brink of becoming the first of its kind to win US government approval.
The drug’s active ingredient is cannabidiol, the compound in marijuana thought to be responsible for many of its therapeutic effects. Cannabidiol doesn’t contain THC, marijuana’s main psychoactive ingredient, so it doesn’t get users high.
According to results from two large clinical trials released over the past two months, however, cannabidiol does appear to help reduce seizures in two of the hardest-to-treat forms of epilepsy, Lennox-Gastaut Syndrome and Dravet Syndrome.
If approved, the new drug would be sold under the name Epidiolex as a syrup.
Because drugmaker GW Pharma was able to show that the product addresses a critical need, it was able to apply for a designation that could speed up the approval process. The company still faces some hurdles, though — the FDA has not yet approved any applications to sell marijuana for a health condition, and hasn’t given the green light to any drugs containing cannabidiol.
The first cannabidiol trial looked at the effects of the drug by studying 225 young people with Lennox-Gastaut Syndrome. The subjects were split into groups and given either a higher or lower dose of the drug or a placebo for 14 weeks. The results, presented at the American Academy of Neurology’s yearly meeting in Boston, showed that participants in the higher-dose group saw their seizure occurrence drop by about 42%. Those given the lower dose saw a decrease of roughly 37%, and those given the placebo only saw a 17% reduction.
Those promising findings build on previous research conducted last year by GW Pharma.
According to the Centers for Disease Control and Prevention, epilepsy affects more than 4.3 million Americans. Among these millions, however, various types and forms of the condition exist — and everyone reacts to treatments differently.
GW Pharma aims to submit its new drug application to the FDA by the middle of the year, and is exploring treatments for various forms of epilepsy, though Epidiolex would treat only two specific types of the condition.
While Epidiolex could be the first cannabidiol-based drug to get FDA approval, the agency has already given the green light to two other drugs that contain components of cannabis: Marinol and Syndros are designed to treat anorexia using dronabinol, a synthetic form of THC.
SEE ALSO: There’s a medical problem that marijuana might be able to help that no one is talking about
DON’T MISS: What marijuana does to your body and brain
Join the conversation about this story »
NOW WATCH: A pharmacologist explains marijuana’s effect on your dreams
May 27, 2017 at 11:43PM
from Erin Brodwin
Editorial Board
Publication date: August 2017
Source:Artificial Intelligence, Volume 249
May 27, 2017 at 11:24PM
from
Revised law for Issue of summon and notice under PMLA
http://ift.tt/eA8V8J
(1) Every summon or notice shall be issued in Form 3 or Form 4 or Form 5 or Form 6, as the case may be, and signed by the Registrar or Administrative Officer.
May 27, 2017 at 09:10PM
from Editor
McMaster: ‘I would not be concerned about a Russia backchannel’ between Trump and the Kremlin
May 27, 2017 at 11:31PM
from
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