With the Copenhagen climate summit COP-15 beginning today, RiskMetrics Group is pleased to offer a new Climate Change Resource Center featuring a collection of need-to-know information for institutional investors. A new climate change treaty will have a major impact on the global economy as well as individual assets, [...]
RiskMetrics Group today released its 2010 updates to its benchmark proxy voting guidelines. These global updates are developed as part of an extensive process that includes broad-based outreach to financial market participants. RiskMetrics’ governance analysts will begin applying the updated policies to all companies with shareholder meeting dates on [...]
U.S. Senator Christopher Dodd today introduced a long-awaited financial regulatory reform bill that includes a variety of significant corporate governance provisions, including proxy access, “say on pay,” and majority voting.
Dodd, Senator Charles Schumer, and seven other Senate Democrats introduced the 1,136-page bill, which also would create a [...]
The U.S. House Financial Services Committee voted 41-28 today to approve a wide-ranging investor protection bill that affirms the authority of the Securities and Exchange Commission to issue a rule on proxy access.
The legislation, the “Investor Protection Act of 2009,” also would double the SEC’s budget [...]
Nine of the 13 Canadian companies that will give shareholders their first vote on executive compensation have agreed in principle on a draft resolution that will appear on proxy ballots in 2010. The resolution is drawn from a draft model “say on pay” policy crafted by the Canadian Coalition [...]
Shareholder activist proponents are cheering the Securities and Exchange Commission’s reinterpretation of its 2005 Legal Bulletin 14C, which tried to define when companies could omit environmental and social policy resolutions as “ordinary business” issues because they involved an internal assessment of business risk.
The SEC's application of this bulletin [...]
RiskMetrics Group today announced the opening of its annual comment period for its 2010 proxy voting policies. The comment period, part of RiskMetrics’ policy development process, offers institutional investors, corporate issuers, and industry constituents the opportunity to provide feedback on RiskMetrics’ draft policies.
The comment period runs through November 11 [...]
RiskMetrics has published a summary of its 2009 Postseason Report, which has extensive analysis of investor and issuer responses to the key corporate governance issues from this season. To access the report, please visit here.
RiskMetrics will also offer commentary on the report through its upcoming webcast, 2009 Postseason [...]
The Securities and Exchange Commission plans to delay a final vote on proxy access until 2010, Bloomberg News reported today.
The SEC was planning take a final vote on its proposed proxy access rule in November, but the commission wanted to give its staff more time to review more than [...]
While most directors at U.S. companies continue to receive overwhelming support each year, there was a significant increase in the number of board members who failed to win majority support in uncontested elections during the 2009 proxy season.
So far this year, 93 directors at 50 U.S. companies have [...]
Though not as prevalent as they once were, shareholder rights plans, commonly referred to as “poison pills,” remain a fixture of the corporate governance landscape. As the global economic crisis took a toll across U.S. and international capital markets over the past year, companies continued to adopt pills, albeit [...]
Microsoft has become the first U.S. company to agree to hold a triennial advisory vote on executive compensation. The software giant’s example, if followed by other issuers, could put significant pressure on U.S. lawmakers to allow firms to hold triennial rather than annual “say on pay” votes.
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During a speech to mark the anniversary of the collapse of Lehman Brothers, President Barack Obama renewed his call for financial regulatory reform and shareholder votes on executive pay. While Obama didn’t mention specific legislation, the president urged Wall Street firms not to wait for a new law before [...]
The United Brotherhood of Carpenters has withdrawn 18 proposals that urge companies to hold multi-part advisory votes on executive compensation every three years.
Ed Durkin, the union’s director of corporate governance, said the Carpenters’ pension fund decided to withdraw its triennial resolutions after the U.S. House of Representatives approved [...]
On Sept. 3, the leaders of the United Kingdom, France, and Germany issued a joint letter calling for “binding rules” to regulate bankers’ compensation. While the three nations appear to differ on the details for such rules, there is a growing European consensus that more regulation is needed.
The [...]
Walden Asset Management is asking Chevron and more than 30 other companies to consider appointing an independent board chair
In letters to the companies, Tim Smith, senior vice president of Boston-based Walden, points to a recent policy paper prepared by the Millstein Center for Corporate Governance and Performance at [...]
Most activist investors are urging the U.S. Securities and Exchange Commission to proceed with its proposed proxy access rule, although some have called for revisions, such as dropping a “first-in” provision or lengthening the minimum holding period to two years.
“The proposed rule is a historically significant reform that will [...]
U.S. Sen. Arlen Specter of Pennsylvania has introduced legislation that would overturn Supreme Court decisions that limited the ability of investors to sue investment bankers, vendors, and other “secondary actors” who participate in securities fraud.
The bill, S. 1551, the “Liability for Aiding and Abetting Securities Violations Act [...]
Britain’s Financial Services Authority this week published new rules to strengthen links between pay and risk taking at U.K. banks, though opted against mandatory deferrals on bonuses as provided for under earlier draft rules.
In another departure from the draft rules, the FSA code now applies to just 27, [...]
Recently released vote results indicate that investors at two more U.S. companies gave majority support to shareholder proposals seeking annual advisory votes on executive compensation. So far this year, there have been 20 majority votes for “say on pay” proposals, according to RiskMetrics Group data.
According to an Aug. [...]
A federal judge has put a settlement between financial services giant Bank of America and the Securities and Exchange Commission on hold, pending a future hearing on the matter.
The Charlotte, N.C.-based bank had, on Aug. 3, agreed to settle SEC charges that disclosures in its proxy statement to approve [...]
The U.S. House of Representatives voted today to require public companies to hold annual “say on pay” advisory votes on executive compensation.
The bill, the “Corporate and Financial Institution Compensation Fairness Act of 2009,” passed by a 237-to-185 vote, with most Democrats supporting the legislation. Just two Republicans [...]
The House of Representatives is scheduled to vote today on legislation that would require U.S. companies to hold annual advisory votes on executive compensation. However, the version of the bill that was passed by the House Financial Services Committee this week includes a notable change that hasn’t gotten [...]
The House Financial Services Committee approved legislation on Tuesday that would require U.S. companies to hold annual advisory votes on executive compensation.
The bill, H.R. 3269, calls for a “say on pay” advisory vote at public companies after Dec. 15, 2009, as well as separate shareholder votes on “golden [...]
The Canadian Coalition for Good Governance (CCGG), which represents pension funds and other institutional investors, is urging companies to move away from stock awards and to place a greater emphasis on “pay for performance.”
So far, the group has met with the compensation committees at 11 large issuers, including [...]
Rep. Barney Frank, chairman of the House Financial Services Committee, today released a “discussion draft” of legislation that would require shareholder advisory votes and address other executive compensation concerns.
His bill would require annual “say on pay” votes at all U.S. companies after Dec. 15, 2009; mandate separate [...]
On Thursday, the U.S. Treasury Department delivered draft legislation to Congress that would require all public companies to hold an annual advisory vote on compensation. The bill also calls for separate votes on “golden parachute” payments when shareholders vote on mergers or other transactions.
The annual vote would include [...]
During a House of Representatives hearing on Tuesday, SEC chair Mary Schapiro said she would support legislation that would confirm the authority of the commission to issue a proxy access rule.
Schapiro was asked by Rep. Gary Peters of Michigan if she agreed with Commissioner Elisse Walter’s recent comments [...]
Securities Docket will host a webcast on Tuesday, July 21 at 11 a.m. EDT on the securities litigation issues facing institutional investors. The webcast will include securities litigation experts and academics who will examine the fiduciary duties of institutional investors.
Significant topics to be covered, include:
-Monitoring the portfolio: When [...]
The U.S. Treasury Department has released a draft bill, the “Investor Protection Act of 2009,” which would increase the authority of the Securities and Exchange Commission to protect retail investors.
The new powers outlined for the SEC were part of the regulatory reform proposals released by the Obama administration [...]
The U.S. government intends to take a neutral stance on non-binding shareholder proposals at Citigroup, General Motors, and other companies where it has a voting stake, according to Bloomberg News.
Although the Treasury Department won’t release its voting policies until later this month, department officials say they likely will [...]
July 1 was a momentous day at the U.S. Securities and Exchange Commission as the commissioners approved a long-awaited board election reform and proposed a series of wide-ranging disclosure rules.
By a 3-2 vote, the SEC gave final approval to a New York Stock Exchange rule change to bar [...]
By a 3-2 vote, the SEC today approved a long-anticipated New York Stock Exchange proposal to bar brokers from casting uninstructed client shares in uncontested director elections.
Also today, the SEC unanimously voted to propose new rules that seek more information on compensation risks, director qualifications, and board leadership [...]
A shareholder proposal seeking an annual advisory vote on executive compensation won more than 50 percent support at Supervalu, a Minnesota-based grocery chain, according to news reports.
The vote at the company’s June 25 annual meeting is the 19th majority result for a “say on pay” proposal at a [...]
The Securities and Exchange Commission plans to address the long-awaited New York Stock Exchange’s “broker vote” rule at an open meeting on July 1.
The NYSE has proposed to amend exchange Rule 452 to remove uncontested director elections from the list of routine matters where brokers can vote client [...]
President Barack Obama today unveiled a series of proposals as part of a “sweeping overhaul” of the U.S. financial regulatory system.
While the administration did not go far as some market observers had expected, the president’s proposals would significantly expand the authority of the Securities and Exchange Commission and other [...]
RiskMetrics Group today kicked off its annual global policy formulation process by inviting its institutional investor clients along with a broad range of industry constituents to participate in its 2010 proxy voting policy survey. This year’s policy formulation process will include more outreach to investment industry groups [...]
On June 12, U.S. Rep. Gary Peters of Michigan introduced a far-ranging governance bill that also addresses “broker” votes, disclosure of performance targets, and compensation consultants.
Other provisions of Peters’ bill, “The Shareholder Empowerment Act of 2009,” are similar to those in legislation introduced in late May by a fellow [...]
The CtW Investment Group has called on the board at Pulte Homes to reverse its decision to seat three directors--Debra J. Kelly-Ennis, Bernard W. Reznicek, and Richard G. Wolford--who received majority opposition.
“By failing to accept the resignations tendered by these directors, each of whom failed to receive a [...]
The Obama administration said today it would support legislation to require an annual advisory vote on executive compensation at all U.S. public companies. The administration also called for a bill to boost the independence of compensation committees.
“Companies should seek to pay top executives in ways that are tightly [...]
RiskMetrics Group will hold a special two-part Governance Exchange webcast, 2009 Proxy Season Trends and a Look Ahead, on Tuesday, June 16 at 1 p.m. EDT. During the first half hour, members of RiskMetrics’ research team will provide an overview of the 2009 proxy season, focusing on trends [...]
On May 29, the Amsterdam Court of Appeals gave final approval to a historic $381 million settlement negotiated by a coalition of non-U.S. pension funds that sued Royal Dutch Shell over its oil reserves reporting.
The settlement is the largest obtained by shareholders through European legal proceedings and is [...]
A shareholder resolution seeking an annual advisory vote on compensation received 51 percent support at XTO Energy, proponents said. The vote is the 16th majority vote for a “say on pay” proposal so far this season, up from 11 during all of 2008, according to RiskMetrics Group data.
The [...]
On May 20, a divided U.S. Securities and Exchange Commission proposed a proxy access rule that would require listed companies and registered investment firms to allow investors to nominate board candidates to appear on management proxy statements.
By a 3-2 margin, SEC Chair Mary Schapiro and the commission’s two [...]
On May 19, Senator Charles Schumer of New York introduced sweeping legislation that, if enacted, would significantly change how corporate boards are elected and operated. The bill, the “Shareholder Bill of Rights Act of 2009,” addresses virtually all of the major reforms sought by activist investors during the past [...]
In another high-profile protest over executive pay, Royal Dutch Shell shareholders rejected the company’s remuneration report at today’s annual meeting by a 59.4 percent to a 40.6 percent margin.
At Shell, it appears that investors objected to the remuneration committee’s decision to approve the vesting of long-term incentive plan [...]
The American Federation of State, County, and Municipal Employees (AFSCME) is calling for the resignation of two Citigroup directors who apparently were reelected with the help of broker votes.
In a 10-Q filing on May 11, the company reported that director C. Michael Armstrong received 2.652 billion “for” [...]
The Securities and Exchange Commission plans to consider proposals to allow shareholders to nominate board candidates to appear on management proxy statements when the commission meets on May 20.
The meeting will start at 10 a.m. and will be held at the SEC’s headquarters in Washington.
The details have [...]
RiskMetrics Group will hold a special governance forum webcast on Thursday, May 14 at 1:15 p.m. EDT on the proxy contest between Target Corporation and Pershing Square Capital Management. Representatives and board nominees from both Target Corporation and Pershing Square Capital Management will each make the case for [...]
A “say on pay” shareholder proposal received 59 percent support at CVS Caremark on May 6, according to proponents. The majority vote at the Rhode Island-based pharmacy chain is the 11th so far at a U.S. company this year for an investor resolution seeking an annual advisory vote on [...]
