CalPERS clear the decks for increased activism

The California Public Employees Retirement System (CalPERS) has signalled a move into more direct activism after a vote this week (Monday) to remove a cap on the number of shareholder proposals it can issue.

Until now, the $200 billion fund was limited was limited to 20 proposals related to executive compensation and 10 related to corporate governance each year.… Read the rest

SEBI calls for mutual fund proxy disclosures

The Securities and Exchange Board of India (SEBI) this week (16/03/2010) asked mutual funds to disclose their proxy voting procedures on their websites and in their annual reports with effect from the 2010-2011 fiscal year.

Additionally it has asked funds to disclose their actual proxy votes in annual and extraordinary general meetings of investee companies in terms of changes in capital structure, stock option plans, social and corporate responsibility issues, appointment and removal of directors, merger/corporate restructuring and anti-takeover provisions.… Read the rest

US Senate reveals draft governance reforms

The US Senate has revealed its proposals to overhaul the American financial system through Senator Christopher Dodd’s “Restoring American Financial Stability Act of 2010”.

Across 1,336 pages the Bill outlines a series of remedies which it states will end “too big to fail” and restore responsibility and accountability to the markets.… Read the rest

Non-audit services: no change please

The Auditing Practice Board has published 137 responses to its consultation on audit firms providing non-audit services to listed companies that they audit. A consistent theme in may of the responses is a call for further transparency in disclosures in accounts of listed companies in relation to the non-audit work undertaken by the auditor.… Read the rest

Novel resolution seeks to opposition votes count

A new shareholder resolution, debuting at NYSE-listed General Electric Co.’s April 28 meeting, is asking the board to adopt a policy prohibiting any director receiving more than a 20% opposition vote from serving on a key board committee (audit, compensation or nomination) for at least two years.… Read the rest

Investors talk about their pre-season plans

London based investor relations advisor HQB Partners has released its 2010 pre-season survey of corporate governance teams at 23 leading institutional investors in the United States, the United Kingdom, France and the Netherlands. In all the respondents manage assets in excess of US$ 11.1 trillion.… Read the rest

Chain of intermediaries binds US shareholders too

Mixed news from the US federal courts this week as John Chevedden faced up to Apache Corporation over his attempt to submit a shareholder proposal.

Chevedden’s troubles began when he sought to eliminate Apache’s supermajority voting requirement and introduce a simple majority standard.… Read the rest

Owners must generate momentum for reform

Lord Myners has supported calls for reform of the Takeover Code in the UK, but made it clear that “The owners of firms that have lost so much from ill-advised takeovers must generate the momentum for reform”.

Myners was speaking at the public policy think-tank, The Smith Institute, where he laid out his most comprehensive analysis of the financial markets failure to date, together with the UK government’s prescription for reform. … Read the rest

UK pushes for greater board diversity

The UK Government has asked the Financial Reporting Council to consider including a new principle in its code of conduct (UK Corporate Governance Code) to require companies to report on what they’re doing to increase the number of women in senior management positions.… Read the rest

Ireland to get own governance code?

The Irish Stock Exchange is considering whether there should be a stand-alone Irish corporate governance code following revelations of governance shortcomings in the market. According to a new report by accountants Grant Thornton, Ireland has seen a sharp decline in compliance with the Combined Code with just over just over one third (36%) of companies claiming full compliance; in 2009 the figure was closer to a half.… Read the rest

Did Kraft mislead the market?

Kraft is under investigation by The Panel on Takeovers and Mergers (the Panel) over allegedly misleading statements the company made to investors and employees during its five month takeover battle for Cadbury.

According to reports in the Wall Street Journal, the Panel is looking into comments made by Kraft executives during the buyout regarding the future of a Cadbury factory near Bath, which is now set to close with the loss of hundreds of jobs.… Read the rest

High Court grants injunction against BAE settlement

The UK’s High Court has granted an injunction prohibiting the Director of the Serious Fraud Office (SFO) from taking any further steps in its plea bargain settlement with BAE Systems.

SFO has been investigating alleged bribery and corruption in BAE’s arms deals since 2004 in several countries (including Chile, Czech Republic, Qatar, Romania, Saudi Arabia, South Africa and Tanzania).… Read the rest