Contenu pour le mot clé: Agences de conseil en vote

18 novembre 2016

« Can America’s Companies Survive America’s Most Aggressive Investors? »

« WILMINGTON, Del.—Ron Ozer was thrilled to get a job with DuPont, the two-centuries-old chemical company, when he finished his Ph.D. from Cornell in 1990. It was the place to go for young, ambitious chemists; it offered salary and benefits so generous that some people called it “Uncle Dupey.” For 26 years, he invented things for […]

13 septembre 2016

« Making Say-on-Pay Vote Binding: A Good Idea? »

« The practice of a non-binding say-on-pay vote by shareholders spread quickly and broadly. It seemed that, finally, shareholders would be given the opportunity to express their dissatisfaction with outrageous or ill-conceived compensation packages. The practice, at first, was voluntary with companies agreeing to submit their compensation policies to a vote. Then, as the number […]

21 avril 2016

« Two flawed studies about controlled corporations by ISS and IRRCI »

« The performance of controlled companies has been a contentious issue. For different reasons, various parties have worked hard at convincing the investor class that capital structures other than one-share, one-vote would produce inferior results for shareholders. Consequently, most investment funds frown upon such structures, at best tolerate them, and, at worst, have adopted policies of non-investment in these […]

28 décembre 2015

« Who should pick corporate directors? »

« Yvan Allaire and François Dauphin cogently analyze the costs and risks of proxy access, arguing that « Anyone believing that this process is likely to produce stronger boards in the long run needs to consider anew the calculus of current and prospective board members, the actions, likely dysfunctional, of people facing the humiliation (and economic loss) […]

8 décembre 2015

« Is 2015, Like 1985, an Inflection Year? »

« In an October 2015 post, I posed the question: Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War? As we approach the end of 2015, I thought it would be useful to note some of the most cogent recent developments on which the need, and hope, for a new […]

30 novembre 2015

« Who Should Pick Board Members? »

« There is a frenzied rush for shareholders to get a new ‘right”, the right to put up their own nominees for board membership. Boards of directors, so goes a dominant opinion, are not to be fully trusted to pick the right kind of people as directors or to shift the membership swiftly as circumstances […]

10 novembre 2015

Le vote consultatif sur la rémunération des dirigeants : Une expérience concluante?

Si les actionnaires pouvaient s’exprimer directement sur les programmes de rémunération, les conseils d’administration seraient-ils plus judicieux, plus modérés en matière de rémunération des dirigeants, plus à l’écoute des avis des investisseurs institutionnels. De prime abord, cela semble raisonnable, voire indéniable. Jouissant d’une popularité certaine auprès des investisseurs institutionnels ainsi que d’un appui politique opportuniste, […]

4 novembre 2015

« IGOPP’s Policy Paper on Proxy Access by Shareholders to the Director Nomination Process »

« The board of the Institute for Governance (IGOPP) unanimously approved a Policy paper on Proxy Access by Shareholders to the Director Nomination Process. The prerogative to nominate the members of the board, which has historically been the sole responsibility of boards of directors, has now been challenged by institutional funds determined to acquire the […]

5 octobre 2015

« Will a New Paradigm for Corporate Governance Bring Peace? »

« The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the […]

23 juin 2015

« Activism, Short-Termism, and the SEC »

« Today, I’d like to pull together some themes that I have been thinking, speaking, and writing about during my tenure and address them more holistically. Specifically, I’d like to share with you some thoughts about shareholder activism, short-termism, and the SEC. I. What is activism? Like many others, I view activism broadly: it is simply […]