U.S. Senate Takes Up "Say on Pay" Bill
Submitted by: L. Reed Walton, Staff Writer
After the passage of the "Shareholder Vote on Executive Compensation Act" by the U.S. House of Representatives, Senate Democrats are making it known that they, too, want shareholders to have a vote on executive pay.
A bill seeking to amend the Securities and Exchange Act of 1934 to give shareholders at public companies an advisory vote on executive compensation--or "say on pay"--was introduced April 20 in the U.S. Senate as a companion to the House bill approved the same day. The House legislation passed by a vote of 269-134, indicating that it got some Republican support.
Senate Bill 1811, which was introduced by Sen. Barack Obama of Illinois, proposes an annual vote on the executive compensation disclosed in proxy statements under the new Securities and Exchange Commission's standards. Companies would be required to allow a non-binding vote on the compensation disclosure and analysis (CD&A), summary compensation tables, and related material, starting in 2009.
Like the House measure, the Senate bill would give shareholders the opportunity to vote on any severance agreements that are reached while a company is considering a takeover offer or merger.
S. 1811 has been referred to the Senate Committee on Banking, Housing, and Urban Affairs, and has attracted co-sponsorships from at least four of Obama's fellow Democrats, including Sen. Sherrod Brown of Ohio, Sen. Tom Harkin of Iowa, Sen. John Kerry of Massachusetts, and Sen. Richard Durbin, also of Illinois.
In his invitation to co-sponsors on April 24, Obama wrote, "It's time that we not only make executive compensation packages more transparent, but that we also allow shareholders to express and debate their views on those packages."
The Bush administration has expressed opposition to the House legislation, saying it "does not believe that Congress should mandate the process by which executive compensation is approved."
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 27, 2007 |
 |
Comverse Adopts Access Bylaw
Submitted by: Ted Allen, Director of Publications
In a ground-breaking development, Comverse Technology has adopted a proxy access bylaw, a move that may encourage other companies to consider creating mechanisms to allow investors to nominate directors to appear on corporate ballots.
Comverse is the first company to adopt a proxy access provision since a federal appeals court ruled last September that the Securities and Exchange Commission improperly allowed American International Group to omit an access proposal filed by the American Federation of State, County, and Municipal Employees (AFSCME) in 2005. Since that ruling, investor advocates have filed two access proposals and urged the SEC to allow shareholders to pursue the issue at individual companies.
"The action at Comverse is a clear breakthrough as the first company that has amended their bylaws to establish a process for shareholders to nominate directors on the company proxy card," Richard Ferlauto, director of pension benefit policy at AFSCME, told Governance Weekly.
Also this week, the SEC scheduled three roundtables on the proxy voting process for May 7, May 24, and May 25. Chairman Christopher Cox has said that the SEC will complete work on an access rule before the start of the 2008 proxy season.
Comverse announced the proxy access bylaw this week as part of a series of governance changes as the New York-based company tries to recover from a stock-option grant scandal that led to criminal charges against three former executives. The voice-mail technology firm also is facing a proxy challenge from Oliver Press Partners, which is seeking to call a special meeting and to elect two board nominees.
The new Comverse bylaw is more restrictive than the access provisions that have been proposed by AFSCME and state pension funds this season. Under Comverse's bylaw, an investor that owns a 5 percent stake for at least two years may nominate one director to appear on the company’s proxy statement. (These ownership and time requirements are consistent with a 2003 draft SEC rule that the agency later abandoned amid corporate opposition.) The Comverse bylaw also would bar an investor from making nominations for four years if its nominee fails to receive at least 25 percent support.
By contrast, a bylaw proposed by AFSCME and three state pension funds at Hewlett-Packard called for allowing two nominations by investors who collectively own a 3 percent stake for at least two years. That binding proposal received 43 percent support in March, despite the opposition of HP management. The California Public Employees' Retirement System has filed a similar, but non-binding, proposal that will appear on the ballot at UnitedHealth Group on May 29.
It remains to be seen whether other companies will follow Comverse's example. Last year, investors hailed Intel's decision to adopt a majority voting bylaw, which since has been copied by dozens of major firms. Likewise, proponents of annual advisory votes on executive pay express hope that other firms will follow the lead of Aflac, which plans to hold such a vote in 2009.
Ferlauto said Comverse's new bylaw and the vote at HP "indicate that proxy access will be part of the corporate governance landscape going forward and puts increased pressure on the SEC to set some standards for an approach for shareholder nominations."
Governance and Management Overhaul
Comverse is believed to be the first U.S. company to adopt a proxy access bylaw. In 2003, California-based Apria Healthcare adopted a policy to allow shareholders to submit names for inclusion on its ballot, but the company's board can reject those candidates, according to Bloomberg News. While other firms, such as HP, allow shareholders to suggest nominees, investors have no recourse if management ignores those suggestions but to wage a costly proxy solicitation.
The proxy access bylaw is among the various governance changes that Comverse has made as it tries to reassure investors. On April 20, Comverse’s board adopted a director resignation policy and agreed to ask shareholders to approve an amendment to the certificate of incorporation to provide for majority voting in uncontested director elections. As a New York-incorporated company, the firm must obtain both board and investor approval to amend its certificate of incorporation.
The board approved stock ownership guidelines, director term limits, and an independent chairman policy. The board also agreed to establish a formal shareholder advisory group to gather input from significant investors on director nominations and board composition.
During the past year, Comverse has overhauled its management and board. By the end of April, the eight-member board will include seven new directors who weren’t there when the company began a special investigation into its options practices in March 2006. Mark Terrell, who served as executive director of KPMG's Audit Committee Institute, became Comverse's chairman in July.
Terrell said the proxy access bylaw, along with majority voting and the new shareholder advisory group, are the cornerstones of the new board's efforts to enhance accountability and "remake the governance of the company in the wake of the options problem."
"We share this ideal that we are accountable to shareholders," Terrell told Governance Weekly. "We think that proxy access is in keeping with this concept of accountability."
Earlier this month, Comverse named Andre Dahan, a former AT&T Wireless executive, as CEO and president. Former CEO Jacob "Kobi" Alexander resigned last April, later fled the country, and now is in the African nation of Namibia. Alexander, who faces securities fraud and other criminal counts, is fighting extradition and has said he would plead not guilty to the U.S. charges, according to Bloomberg News. William Sorin, a former Comverse general counsel, and ex-finance chief David Kreinberg have pleaded guilty to criminal charges and are awaiting sentencing.
Dissidents Seek Special Meeting
Because of the options investigation, Comverse has not held an annual meeting since June 2005. Under federal law, a company cannot solicit proxies to elect directors at an annual meeting until it files an annual report with audited financial statements. The company was delisted from Nasdaq in January because it failed to meet its reporting obligations.
A special board committee still is investigating the company's option-grant and accounting practices. In an April 24 filing, Comverse said the latest phase of the investigation is expected to be completed in May.
On April 11, Oliver Press announced its intent to seek a special meeting and nominate Augustus Oliver and Clifford Press to the board. On April 24, the New York-based hedge fund manager and its allies filed a preliminary proxy statement that asked investors to support the dissidents' demand for a special meeting. Under New York state law, holders of 10 percent of a company's outstanding shares may demand that the company hold a special meeting within 60 to 90 days if more than 13 months have passed since the last annual meeting.
The dissidents contend that a special meeting is needed because all but one of the former directors have stepped down since the last annual meeting. Oliver Press argues that shareholders should have input as the company undertakes "major steps," such as hiring a new CEO and providing $300 million in financing so a subsidiary, Verint Systems, can proceed with a $1 billion acquisition of Witness Systems.
"We do not believe that the extraordinary circumstances the company finds itself in justify complete abandonment of basic corporate governance practices," Oliver Press says in its proxy filing. "We believe strongly that shareholders deserve a voice in the boardroom and we are starting this process with the goal of giving shareholders that voice."
Comverse, which obtained SEC permission to respond with its own proxy statement, argues that a special meeting is not in the best interests of shareholders. If such a meeting is held, management warns that it may not be allowed by the SEC to solicit proxies to support the company’s nominees, which would mean that investors would only receive proxy materials from the dissidents. "The shareholders cannot be fully informed if company cannot communicate with shareholders," Comverse said.
In a letter to shareholders, Chairman Mark Terrell said the dissidents' "hasty" demand for a special meeting is "an ill-advised distraction” and could lead to “uncertainty and instability." Terrell noted that the dissidents have held less than 1 percent of the company’s shares for less than six months.
While Oliver Press has proposed two nominees, Terrell warned that the dissidents could use the special meeting to replace the entire board, even if such shareholders don't represent a majority of the firm's outstanding shares. Under New York law, shareholders who attend a special meeting (or vote by proxy) will constitute a quorum for the purpose of electing directors, the company noted.
Instead, Comverse argues that a "more prudent course of action" is for the board to work with the new shareholder advisory committee to consider additional directors.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 25, 2007 |
|
ISS Publishes New Study - What International Market Say on Pay: An Investor Perspective
Submitted by: Stephen Deane, Vice President, ISS' Center for Corporate Governance
A Say on Pay shareholder proposal reportedly scored the highest level of support yet yesterday: 49.2 percent of the votes cast at Merck's annual meeting. That's still just shy of a majority vote - or is it? It isn't clear whether "votes cast" includes abstentions. If so, then support could actually have reached a majority of yes-and-no votes excluding abstentions. The company has declined to comment. Either way, with scores of shareholder proposals appearing on ballots - plus a Congressional bill that the House of Representatives passed last week - Say on Pay has become one of the hottest topics of this proxy season.
Several overseas markets - including the U.K., the Netherlands and Australia -already have legislation requiring companies to put their compensation reports or policies to shareholder votes. What lessons can we learn from their experience?
Institutional investors in those markets report positive impacts. The shareholder votes have strengthened dialogue with companies, tightened pay-for-performance links and reduced the likelihood of severance rewards for failure. It's true that there are market differences with the U.S., and votes on pay are not a panacea. But the experience abroad suggests that the practice can and should be transplanted to American soil.
Today we publish our research findings in a new study titled "What International Markets Say on Pay: An Investor Perspective."
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 24, 2007 |
|
Staff Faces New Limits on Seeking Corporate Fines
Submitted by: Ted Allen, Director of Publications
Chairman Christopher Cox is pushing a plan that would require the agency's Enforcement Division to seek approval from the five commissioners before negotiating fines with companies, according to Bloomberg News and the Washington Post.
In proposing this change, Cox is seeking to avoid disagreements that have erupted among the commissioners over corporate fines negotiated by enforcement attorneys. According to news reports, these disputes have delayed settlements with some firms, such as Brocade Communication Systems, where a former CEO has pleaded not guilty to criminal charges over the alleged backdating of stock options.
The split at the SEC reflects the larger political debate over whether companies should be fined over misconduct by corporate officers. Republicans, including Commissioner Paul Atkins, and business groups have argued that levying large fines against companies ultimately hurts investors, while Democrats contend that corporate fines are a necessary deterrent.
The policy change likely will result in fewer and smaller fines, some SEC observers say. "What the commission is really saying here is, 'We don’t like these fines, and we're going to make it damn difficult to bring them,' " James Cox, a securities law professor at Duke University, told Bloomberg News.
SEC spokesman John Nester told the Post that the new policy will give the Enforcement Division "a stronger hand in settlement negotiations" and should result in more productive negotiations with companies. Likewise, Enforcement Division Director Linda Thomsen said settlements that have been pre-approved by the commissioners would be "fast-tracked with little or no further commission debate," Bloomberg News reported.
*This article originally appeared in the April 20 edition of ISS' Governance Weekly.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 20, 2007 |
|
Pay Vote Bill Passes the House
Submitted by: L. Reed Walton, Staff Writer
Members of the U.S. House of Representatives approved a bill that would give shareholders an annual advisory vote on executive pay.
Lawmakers passed H.R. 1257, the "Shareholder Vote on Executive Compensation Act," by a vote of 269-134 on April 20. With Democrats holding a 31-seat majority in the House, the vote indicates that the bill attracted some Republican support.
The bill is sponsored by the chair of the House Committee on Financial Services, Democratic Rep. Barney Frank of Massachusetts. The legislation includes a provision for a separate shareholder vote if a board approves a new severance package for executives while negotiating to sell the company.
"This is a bill to further the workings of the capitalist system of the United States," Frank said in a committee press release after the vote. "It has one very specific provision; it says that the shareholders, the owners of public corporations, will be allowed to vote every year in an advisory capacity on the compensation paid to their employees who run the companies."
Though the bill passed by a fairly wide margin in the House, the legislation's prospects of becoming law are uncertain. No similar bill has been introduced in the Senate, where Democrats hold a 51-49 majority.
While the White House released a short statement on April 17 expressing opposition to the bill, President George W. Bush has stopped short of saying he will veto the measure if it reaches his desk. The Bush administration said it "does not believe that Congress should mandate the process by which executive compensation is approved." The White House said recent governance improvements, such as the Securities and Exchange Commission’s new pay disclosure rules, "should be given time to take effect" before additional requirements are imposed.
In response, Frank and other bill supporters emphasize that bill "will not set any limits on pay." According to Frank's committee staff, the legislation will ensure that shareholders have an advisory vote on executive pay practices "without micromanaging the company."
Meanwhile, investors continue to show interest in annual advisory votes on executive pay. On April 17, shareholder proposals at Citigroup and Wachovia won about 43 percent and 40 percent support, respectively, according to the proponent, the American Federation of State, County, and Municipal Employees. The following day, a proposal filed by the Benedictine Sisters received 30.4 percent at Coca-Cola Co., the company reported. So far this season, pay vote resolutions have averaged about 39.7 percent support at six meetings.
Investors at nine companies will vote on the issue next week. Those meetings include Wells Fargo and Merck on April 24; Wyeth, Lockheed Martin, Capital One, and Valero Energy on April 26; and Abbott Laboratories, AT&T, and Merrill Lynch on April 27.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
Another Vote on Proxy Access
Submitted by: Ted Allen, Director of Publications
A proxy access proposal filed by the California Public Employees' Retirement System will be on the ballot May 29 at UnitedHealth Group after the pension fund agreed to make it a non-binding resolution.
The vote would be the second this season on whether shareholders should have the ability to nominate directors to appear on company proxy statements. In March, a bylaw proposal filed by four pension funds received 43 percent of the "for" and "against" votes cast at Hewlett-Packard.
"We wanted to get this issue before shareholders," Clark McKinley, a CalPERS spokesman, told Governance Weekly. After the vote at Hewlett-Packard, "we think this issue has momentum, and we want to build on that," he said.
The proposal asks UnitedHealth to amend its bylaws to establish a proxy access process. The resolution urges the company to include on its proxy statement the names of up to two nominees from investor groups that own at least 3 percent of the company's outstanding shares for two years.
CalPERS, the largest U.S. state pension fund, originally filed a binding bylaw proposal at UnitedHealth, which was criticized by investors last year over its stock option practices and the compensation received by then-CEO William McGuire.
In January, UnitedHealth asked the Securities and Exchange Commission for permission to exclude the measure on the grounds that CalPERS hadn’t met the legal requirements of Minnesota (where the health insurance firm is incorporated) to propose a bylaw change. According to lawyers for the company, state law requires shareholders to hold at least 3 percent of the company’s voting power to propose bylaw amendments. When it filed the proposal, the pension fund owned 6.6 million shares, or a 0.5 percent stake.
In response, CalPERS asked the SEC staff in a March 1 letter for permission to revise the proposal to make it non-binding. On March 23, UnitedHealth lawyers notified the agency that the company would drop its opposition to the resolution.
UnitedHealth fell under investor and regulatory scrutiny after The Wall Street Journal in March 2006 raised questions about the timing of the company's past option grants. The next month, the company disclosed that McGuire held $1.6 billion in unexercised stock options and received options dated when company shares were at their quarterly lows.
At the company's May 2006 annual meeting, two compensation committee members received 28 percent opposition after CalPERS and Minnesota’s Board of Investment urged investors to withhold their support. CalPERS also is serving as a lead plaintiff in a securities class-action lawsuit against UnitedHealth.
Since then, the company has unveiled various governance reforms and pledged to fill five board seats with independent directors. The board agreed to establish annual director elections and to rescind supermajority voting requirements. The company also adopted new stock ownership guidelines, dropped certain executive perks, and limited the number of boards on which directors may serve.
In the supporting statement for its proposal, CalPERS cited the company's "inadequate" internal controls, the "improper repricing" and backdating of options, and the lack of disclosure of financial ties between McGuire and the chair of the compensation committee. "For these reasons, CalPERS is sponsoring this proposal that will allow shareholders a meaningful voice in the election of the board of directors who set the compensation of the company’s officers," the pension fund wrote.
SEC to Hold Meetings on Proxy Access
SEC Chairman Christopher Cox said this week the agency will begin holding meetings in the next month as the SEC seeks to adopt an access rule before the 2008 proxy season.
"We are committed to a sturdy schedule for making a recommendation of a final rule" this year, Cox said April 18, according to Bloomberg News.
The SEC previously delayed three scheduled discussions on the topic, as the agency's five commissioners have struggled to reach a consensus on whether to allow investors to propose access bylaws at individual firms or to propose a broader access rule. While some U.S. companies encourage shareholders to suggest board candidates, investors have no ability to propose nominees opposed by management without undertaking a costly proxy fight. The SEC was forced to revisit the issue after a federal appeals court ruled in September that the agency staff had improperly allowed the exclusion of a 2005 investor proposal at American International Group.
Commissioner Roel Campos, the most vocal supporter of proxy access on the commission, has urged European investors to write letters to U.S. companies and regulators to urge them to support the idea. "We're at a real critical point in the U.S. for proxy access, and you can make a real difference," he said in a speech in London in late March.
However, corporate advocates, who helped derail a 2003 access rule drafted by the SEC, are voicing their opposition. Thomas Donahue, president of the U.S. Chamber of Commerce, warns that labor pension funds would use proxy access "to achieve what they could not win at the bargaining table--pro-union policies." “We will fight any effort to give some shareholders more power than others," he said in a March 14 speech, according to Bloomberg News.
Another notable investor recently joined the debate. On April 12, hedge fund manager T. Boone Pickens outlined a plan to allow investors to nominate directors. "I'm an advocate for change, and this would be a meaningful change," he told Bloomberg News.
Under Pickens' plan, the right to nominate would be restricted to those investors who own a certain minimum stake (e.g., more than the average number of shares held by the directors.) An independent consultant would screen the nominees to make sure they had the requisite education and background to serve, Bloomberg News reported.
*This article originally ran in this week's edition of Governance Weekly.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 19, 2007 |
|
RREV Publishes Trends in Executive Remuneration 2006
Submitted by: Sarah Ball, Director of Marketing and Communications, ISS Europe
RREV (Research Recommendations and Electronic Voting), ISS' UK corporate governance team, which applies the National Association of Pension Funds Corporate Governance Policy, has published a new report 'Trends in Executive Remuneration in 2006.' Key findings include that median salary increases for UK CEOs ranged from 8% (FTSE 100 and SmallCap) to 14% (FTSE 250). At CEO level, the largest percentage growth was at the lower quartile level, which was particularly marked at FTSE 100 companies, with an increase of 18%.
Performance related bonus payments received by UK executive directors increased by higher percentages than salaries. At CEO level, median bonus payments at FTSE SmallCap companies increased by 31%, at FTSE 250 companies by 34% and at FTSE 100 companies by 39%. In 2006 many companies have raised the maximum annual bonus potential. The data shows that bonus payments have increased as a percentage of (increased) salary across the board.
The use of performance share plans continues to account for the clear majority of new schemes in the UK. The number of new option plans and co-investment/matching plans proposed continued to decline, while the number of performance share plans remained approximately the same as in 2005.
To hear David Patterson, Director of Research, RREV and Head of Corporate Governance, National Association of Pension Funds (UK), discuss the 2006 Remuneration Report, please visit here.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 16, 2007 |
|
SERP Reform Proposal Receives 51.6% at Goodyear
Submitted by: L. Reed Walton, Staff Writer
Shareholders at Goodyear Tire & Rubber gave majority support to a new shareholder proposal that asks the board to limit the types of pay that can be included in the calculation of supplemental retirement benefits for senior executives.
United Brotherhood of Carpenters & Joiners of America reported that its proposal won 51.6 percent of the votes cast at the company's April 10 meeting. The resolution urges the company to consider only an executive's base annual salary when determining his or her supplemental executive retirement plan (SERP) benefits and to exclude bonuses or incentive payments from the total pay considered.
"It's the first vote we've had on the substantive issue of taking some of the money off the table as far as how these plans are calculated," said Ed Durkin, the Carpenters' director of corporate affairs.
SERPs are retirement benefits given to executives in addition to regular qualified pension plans. SERP payments do not receive the same tax deductions as a qualified pension plan, and most companies pay the difference in tax obligations to provide the supplemental benefits to the executive. Unlike defined contribution pension plans, SERPs often incorporate bonus and incentive payments as well as annual base salary.
Also, SERPs usually mean fixed payments to an executive for life independent of company income or stock performance, according to a 2004 book on executive pay practices by Lucian Bebchuk, a Harvard University law professor, and Jesse Fried, a law professor at the University of California at Berkeley.
The Carpenters crafted the proposal in response to concerns about "excessive pension benefits" awarded to executives. According to the union's supporting statement in Goodyear's 2007 proxy, the 2006 pension and SERP package given to CEO Robert Keegan was calculated based on a total pay of over $4 million, including bonuses and incentives.
The 51.6 percent "for" vote at Goodyear is high for a first-time proposal that was opposed by management, which argued it would decrease the company's competitiveness by driving away potential executives. In 2006, a first-year resolution seeking an advisory vote on compensation--"say on pay"-- averaged 40 percent support at seven firms. Last month, a new proxy access proposal won 43 percent support at Hewlett-Packard.
In past years, SERP-related proposals have asked for a shareholder vote on the company's policy or for additional disclosure. This season marks the first year that a proposal asks for a limit on the types of pay that may be included in SERP calculations.
So far, the Carpenters have filed more than 15 SERP proposals. Four have been withdrawn, including one at American Express, where Durkin said management agreed to limit the bonus component to an amount equaling the annual salary when calculating SERPs. Ten proposals are still pending through June at firms like AT&T, Johnson & Johnson, and Eastman Chemical.
About four other resolutions seeking shareholder approval of SERPs have been filed by the AFL-CIO and the Laborers International Union of North America this season.
Also at Goodyear, shareholders gave 41 percent support to a "pay for superior performance" proposal filed by the International Brotherhood of Electrical Workers. The resolution seeks a greater use of performance-based cash and equity compensation and better disclosure of performance measures and targets. The vote exceeded the 34.7 percent average support that similar proposals received last season.
*This article originally appeared in the April 13 edition of Governance Weekly.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 13, 2007 |
|
Pay Votes Retain Investor Support
Submitted by: L. Reed Walton, Staff Writer
A trio of proposals asking for annual shareholder votes on executive pay averaged about 42 percent support in the first test of the issue this year. This week's proposals received slightly more support than "say on pay" resolutions did in 2006.
The American Federation of State, County, and Municipal Employees (AFSCME) reported that its proposal received 47 percent of votes cast at Bank of New York on April 10. That vote is the highest level of support ever received by a pay vote measure, according to ISS data.
The same proposal, put before Morgan Stanley investors the same day, got 37 percent support, AFSCME representatives said. A similar "say on pay" proposal submitted by the AFL-CIO won 40.3 percent at United Technologies on April 11, said Dan Pedrotty of the AFL-CIO Office of Investment.
Richard Ferlauto, director of pension benefit policy for AFSCME, is optimistic about the prospects for pay vote resolutions this proxy season. "No matter how you look at it, these are strong showings, particularly at Bank of New York. It indicates we're getting support among the mutual funds," Ferlauto told Reuters.
Seven "say on pay" proposals went to a vote last year. They averaged around 40 percent support; the best showing was 44.1 percent at Sun Microsystems in November.
The number of proposals increased dramatically this season, with over 60 filed and around 50 still pending. Other than AFSCME and the AFL-CIO, groups filing "say on pay" proposals include the New York City Employees' Retirement System, the Marianists, and the California Public Employees' Retirement System.
All three proposals voted on this week were opposed by company management. Morgan Stanley wrote in its proxy statement that a simple up-or-down vote on executive pay would be too vague for the board to tell which part of the pay package sparked shareholder concern, while Bank of New York argued that its independent compensation committee and pay consultants provided investors enough protection against "excessive" pay packages. United Technologies asserted that an advisory vote is not necessary, as the company has not faced criticism over its past option granting practices or severance payments.
Proponents contend that an annual advisory vote will force companies to be more responsive to shareholder demands to better link executive pay to company performance. Supporters tout the experience of the United Kingdom, the Netherlands, and Australia, where annual pay votes have led to greater dialogue between companies and investors on pay issues.
On April 17, investors will vote on the issue at U.S. Bancorp, where a similar proposal received 40.8 percent support last year, as well as Citigroup and Wachovia. Coca-Cola shareholders will vote April 18 on the measure.
"Say on pay" will be on the ballot April 24 at Wells Fargo and Merck, and will be voted on April 26 at Wyeth, Lockheed Martin, Capital One, and Valero Energy. The issue will be on the ballot at Abbott Laboratories, AT&T, and Merrill Lynch on April 27.
Future "say on pay" proposals may also be affected by pending legislation in the U.S. House of Representatives. A bill, H.R. 1257, would give shareholders an advisory vote on compensation and severance packages at all U.S. public companies. While the bill has received committee approval and likely will be considered by the full House this month, the legislation's prospects in the Senate are uncertain.
*This article originally appeared in this week's edition of Governance Weekly.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 12, 2007 |
|
ISS to Hold Second Share Lending Webcast April 17
Submitted by: Sarah Cohn, Director of Communications
ISS will hold a special second Governance Forum webcast, Share Lending Practices and Share Recall Challenges, on Tuesday, April 17 at 11 a.m. Eastern Daylight Time.
Due to overwhelming demand for more information on the topic of securities lending, ISS is offering webcast participants the opportunity to engage directly with panelists Chris Kunkle, Vice President of JP Morgan Chase; Ed Blount, Founder and Executive Director of Astec Consulting Group; Henry Hu, University of Texas Law School; and W. Tredick McIntire of Goldman Sachs and Chair of the Risk Management Association's Committee on Securities Lending. Diana Bourke, ISS' Executive Vice President of Global Voting and Transaction Services, will moderate the discussion.
Panelists will share their views on proxy voting and securities lending, including: existing regulations and law, institutional investor best practices, and challenges related to foreign markets. Additionally, panelists will discuss what steps the industry is taking to support securities lending best practices.
To register for the forum, please visit here.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 11, 2007 |
|
Berkshire Agrees to Hold First U.S. Shareholder Vote on Sudan
Submitted by: Meg Voorhes, Director, Social Issues Service
Shareholders at Berkshire Hathaway will vote on a Sudan divestment proposal in May--the first time a socially responsible investing (SRI) proposal regarding the violence-beleaguered African country will be on the proxy at a U.S. company.
The proposal, submitted by stockholder Judith Porter, asks the company to consider divesting its shares in PetroChina, a Chinese oil subsidiary whose parent company has mining, refinery, and pipeline operations in Sudan.
Porter, who owns 10 class-B Berkshire shares, wants the company to stop investing in "any foreign corporation or subsidiary thereof that engages in activities that would be prohibited for U.S. companies by Executive Order of the President of the United States."
Since 1997, U.S. firms have been forbidden to operate in Sudan, but the law says nothing about investment in foreign companies that conduct business there.
Berkshire originally obtained permission from the Securities and Exchange Commission to exclude the proposal on the grounds that the wording was "vague and indefinite." However, Berkshire Chief Executive Warren E. Buffett, who has said that he opposes the proposal, decided to put it on the proxy at the company's May 5 annual meeting to assess investors' views on this issue.
Berkshire management said in a Feb. 21 statement that PetroChina does not do business in Sudan. However, Berkshire acknowledges that PetroChina's parent company, the China National Petroleum Company (CNPC), does.
CNPC, which is owned entirely by the Chinese government, owns a 90 percent stake in PetroChina. At the end of 2006, Berkshire maintained 2.3 billion PetroChina "H" shares, or 1.3 percent of the oil company's equity, making it the largest U.S. owner of PetroChina stock.
Berkshire management says that divesting from PetroChina would have little effect on the continuing operations by CNPC in Sudan. However, investor advocates from the Sudan Divestment Task Force (www.sudandivestment.org) wrote on Feb. 23 that CNPC's revenue-sharing agreement with the Sudanese government funnels most of the money made through oil production to Sudan's military.
The task force recommended that Berkshire begin constructive dialogue with PetroChina and CNPC to address the actions of the Sudanese government that the U.S. Congress declared in July 2004 to be "genocide."
*This article originally appeared in the April 5 edition of Governance Weekly.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 10, 2007 |
|
ISS Corporate Services to Hold April 12 Webcast on Climate Change Risk
Submitted by: Jocelyn Johnson, Director of Marketing, ISS Corporate Services
ISS Corporate Services will hold a special Governance Forum webcast, Strategic Implications of Climate Change Risk, on Thursday, April 12 at 10:30 a.m. Eastern Daylight Time.
No longer in doubt, climate risk has become a matter of long-term value to be addressed at the highest levels of corporations. Leading companies are acting from the top down to prepare for a carbon-constrained world, so they can avoid the risks and capture the opportunities of climate change. Strategic Implications of Climate Change Risk will share what structural, operational and strategic choices your corporation should make in order to stay ahead of the curve.
Panelists including Doug Cogan, ISS' Director of Climate Change Research; Anne Kelly, Director of Governance Programs, Ceres; and Jeffrey Smith, Esq., Partner, Cravath, Swaine and Moore, LLP; will discuss why investors care about climate risk, best approaches to climate risk disclosure, and how corporations can benefit from strategic scenario planning.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 4, 2007 |
|
Securities Litigation Watch Update: Q1 Review: New Cases Up, Settlements Even
Submitted by: Adam Savett, Vice President and Product and Market Segment Manager, Securities Class Action Services
A quick review of the SCAS database reveals that 30 new federal securities class actions were filed in the first quarter of 2007. On a pro-rata basis, this would translate to 120 new federal securities class actions for the year. This would represent a slight increase from 2006 securities class action filings, but would still remain below historical levels in the post-PSLRA world.
Additionally, 41 federal securities class action settlements received final approval during the first quarter of 2007. On a pro-rata basis, this would translate to 164 federal securities class action settlements for the year. This would put 2007 within the margin of error for settlements during the last few years.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 3, 2007 |
|
2007 Proxy Season Preview: Social Issues
Submitted by: Carolyn Mathiasen, Editor, Social Issues Service
This article is the second in a two-part look at environmental and social issue proposals filed by shareholders for the 2007 U.S. proxy season. This preview focuses on social issue filings. An article on environmental resolutions appears in the March 23, 2007, edition of Governance Weekly.
For the 2007 proxy season, the second-leading category of social issues proposals--after those concerning climate change--asks companies to disclose and better monitor their political contributions, including, in many cases, their political activities through trade associations.
So far, proponents have filed more than 60 such resolutions. Proposals also abound on long-standing concerns for socially focused investors, including those seeking to expand equal employment protections to employees regardless of sexual orientation and those to improve animal welfare.
For the fourth year, shareholders have mounted a major campaign seeking information on corporate political contributions. The proposals ask companies to issue semi-annual reports on all political contributions, as well as provide the guidelines for those contributions and to identify the persons involved in making contribution-related decisions. The resolutions include a request for information on contributions to so-called “527 committees,” or groups that do not directly contribute to political campaigns but are allowed by federal law to raise unlimited donations from corporations or individuals. In addition, most of the resolutions contain a clause asking for a reporting of dues paid to trade associations.
The resolutions follow a template developed by the Washington-based Center for Political Accountability, which focuses on corporate political spending. The shareholder campaign was initially spearheaded by labor unions, but SRI funds, church groups, and the New York City pension funds are now filing extensively. Last year saw a doubling of average support for the proposals to 20 percent from 10 percent in 2004 and 2005.
Political contributions has not been a particularly fruitful area for withdrawals in the past, but proponents have so far worked out 13 withdrawals at target companies this year: Aetna, American Electric Power, Chevron, Cigna, Dominion Resources, General Electric, Hewlett-Packard, Home Depot, Limited Brands, Lockheed Martin, Monsanto, Pfizer, and WellPoint.
The resolution remains pending at 3M, AT&T, Bank of America, Caremark, Citigroup, Clear Channel Communications, Colgate-Palmolive, Comcast, ConocoPhillips, Corrections Corp. of America, DuPont, EMC, Entergy, ExxonMobil, FirstEnergy, General Motors, Halliburton, Lyondell Chemical, Marsh & McLennan, McGraw Hill, Medimmune, Charles Schwab, Southern, Torchmark, TXU, Union Pacific, Unisys, United Technologies, Wachovia, Wal-Mart, Wyeth, and Xcel Energy.
In addition, Trillium withdrew a proposal at Ford Motor that was filed late, while Lehman Brothers and Merck were able to omit proposals from the Central Laborers Fund; the Securities and Exchange Commission agreed that the proposals were substantially similar to the ones shareholder activist Evelyn Y. Davis already submitted to the companies. For years, Davis has been asking companies to disclose contributions in major newspapers.
Sexual Orientation Discrimination
Prohibition of workplace discrimination based on sexual orientation is again the major equal employment opportunity issue of the proxy year. The New York City pension funds and social investment groups continue to press the issue, digging deeper into their portfolios as most of the prominent names in corporate America have adopted such a policy.
Twenty-three resolutions have been filed by New York City and SRI funds for 2007. Ten have already been withdrawn, and others are likely to follow. There are two types of proposals on this issue. The standard proposal’s “resolved” clause asks each company to “amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and to substantially implement that policy.” The resolution is now pending at Expeditors International, ExxonMobil, Halliburton, Leggett & Platt, Pentair, and Washington Group International.
The proposal has already come to a vote at Commercial Metals this year, where it was supported by 43 percent of the shares voted, according to the proponent. The resolution has been withdrawn at Century Tel and XTO Energy.
The second type of proposal on this issue asks companies to adopt the “Equality Principles on Sexual Orientation,” 10 principles prohibiting discrimination based on both sexual orientation and gender identity. An equality principles proposal passed at Micron Technology last fall, the second social proposal in history opposed by management to receive majority support.
Equality principles proposals from New York City are pending at Advance Auto Parts, HCC Insurance, Robert Half, Timken, and Wesco International. New York City has already withdrawn the proposal after reaching agreements with Armor Holdings, Cleveland-Cliffs, First Horizon National, LandAmerica Financial, and Skywest. NorthStar Asset Management submitted and withdrew the equality principles resolution at Hubbell and MP Western Properties.
Several resolutions opposing non-discriminatory policies toward homosexuals have been re-filed from 2006, though the issue has fared poorly in proxy voting. Members of Human Life International are asking Ford and Microsoft to amend their EEO policies “to explicitly exclude reference to any matters related to sexual interests, activities, or orientation.”
Animal Welfare
Undeterred by generally low votes, the People for the Ethical Treatment of Animals (PETA) is heading into the third year of extensive and well-organized shareholder campaigns on animal welfare issues. PETA or PETA members have filed more than 20 resolutions for 2007. As in 2006, most of the resolutions for 2007 fall into one of two categories. One batch of proposals is promoting “controlled atmosphere killing” (CAK), which PETA and some other groups consider a more humane alternative to current slaughter methods for chickens. A second set of resolutions asks companies to review laboratory animal welfare standards with a particular eye to the performance of contract laboratories.
PETA members have now filed 11 resolutions on the CAK issue, many of which are repeats. Resolutions are pending at AFC Enterprises, Denny’s, Kroger, OSI Restaurant Partners, Safeway, Supervalu, Wendy’s, and Yum! Brands. CAK proposals have already come to votes at Hormel and Tyson Foods and a proposal was omitted at Pilgrim’s Pride as being too similar to a proposal that failed to receive enough support for resubmission last year.
For the second year, PETA proposals are asking a number of companies to post an animal welfare policy online that addresses the company’s commitments to ending animal testing, and “providing for the social and behavioral needs of those animals used in such research and testing.” PETA expresses particular concern in its proposal about alleged abuses of primates at Covance, a contract laboratory.
All of the animal welfare standards proposals filed for 2007 are repeats from 2006. The proposal is now pending at Altria, Amgen, Chevron, Eli Lilly, Pfizer, and Wyeth. Merck successfully challenged the proposal on grounds that it is substantially the same as a 2005 resolution focused more narrowly on animal testing, which had gotten less than the 3 percent support needed for resubmission, and when Bristol-Myers Squibb filed a similar challenge, PETA withdrew the proposal there.
PETA members have also filed new proposals asking Eli Lilly and Pfizer to report “on the rationale for increasingly exporting the company’s animal experimentation to countries which have either non-existent or substandard animal welfare regulations and little or no enforcement.” The resolutions note that both companies have been shifting testing to China.
Other Issues
Shareholders also filed proposals on other familiar issue areas, such as board diversity, executive pay linked to social issues, health, human rights, military activities, and fair employment in Northern Ireland. There are also a handful of proposals on charitable contributions, but some of those have been omitted after the SEC staff quietly again reversed policy.
SEC staff policy disallows contributions proposals that raise particular issues, such as giving to organizations that support abortion. But in 2003, the agency staff began requiring companies to print contribution proposals where the “resolved” clause was “facially neutral,” but the supporting statement made clear that the proponent was concerned about a particular contribution.
As a result, several years companies have had to include proposals from members of Human Life International that mentioned Planned Parenthood in the supporting statement, in which the “resolved” clause asked companies to list all charitable contributions on their Web site. This year, though, the SEC staff has allowed the companies to omit those same resolutions on ordinary business grounds because they deal with “contributions to specific types of organizations.”
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |
April 2, 2007 |
|
ISS to Hold April 4 Webcast on Say on Pay
Submitted by: Sarah Cohn, Director of Communications
ISS will hold a special Governance Forum webcast, Shareholder Vote on Compensation: What Do International Markets Say About Pay, on Wednesday, April 4 at 11 a.m. Eastern Daylight time.
With notable recent examples of "pay for failure" and an ongoing options backdating scandal, both investor groups and members of the U.S. Congress are looking to put executive compensation up for shareholder approval in the United States. While the "say on pay" idea is already in place in other markets, notably in the United Kingdom, the Netherlands and Australia, the challenge for U.S. investors is how the beneficial effects of say on pay would take root in a distinctive U.S. corporate governance environment.
Panelists John Wilcox, Senior Vice President and Head of Corporate Governance, TIAA-CREF; Ian Greenwood, Manager, Hermes Equity Ownership Ltd, London; and Rients Abma, Executive Director of Dutch investor group Eumedion, will provide an international perspective on "say on pay" and share the lessons learned in these markets with U.S. companies and their investors. Stephen Deane, ISS Vice President and Director of the Center for Corporate Governance, will moderate the panel and also discuss some of the key findings from his forthcoming study, International Views on Say on Pay.
| Permalink | Comments (0) | TrackBacks (0) | Print Article | Back To Top |