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Proxy Season 2008 Discussion, Proxy Season Hot Topic, Definition, News, Debate, Articles – Accountability Central

Introduction to 2008 Proxy Season Hot Topic

Proxy Season 2008

Introduced February 2008

Over the past 40 years, much has changed in the American Society.  Think of the critical year 1968 – a cultural revolution took place, many of us will agree, and for many institutions, life would never be the same as in “the good old days of top-down, autocratic rule.”  The Old Order was challenged by the New as the [now] elders of the Baby Boom generation (born after 1946 and in their late-teens and early 20s in 1968) demanded their say.  They stormed the college CEOs office, disrupted the Democratic Party convention in Chicago, burned draft cards, shredded military uniforms and awards (as disillusioned draftees returned from Vietnam), demanded equal rights (if female), and during the ongoing Civil Rights struggles mounted serious challenges to the political status quo everywhere in the American Society.

Greater democracy, or at least greater public participation and say-so in decision-making and less autocratic rule, we could claim, were among the changes that had come to:

(1) government at all levels; the political process; elections;

(2) colleges and universities (which abandoned in locus parentis wholesale);

(3) the military, to a large degree (as the young officers returning from Southeast Asia including  Colin Powell vowed to change the way the military conducted its wars);

(4) the political nominating process (no more smoke-filled backrooms, or big city bosses shoving aside individual voters; primaries would be vigorous and open);

(5) religious / faith-based organizations (remember the reforms of Vatican II?);

(6) media – journalism (many more individuals challenged their editors and publishers); also, boundaries would be pushed (think of Penthouse magazine);

(7) public schools (woe to the teacher who strikes a child today);

(8) the workplace (female CEOs?  African-American board members? Heresy in 1967);

And more.  We could argue that the activism and idealism of the late-1960s is still creating evolutionary change in virtually all of our public institutions.  But an increasing army of shareowners are now focused on the last holdout – the public corporation – where democracy lags and there is growing resistance in Corporate America on the part of boards and executives in responding to demands for more “corporate democracy.” Especially when it comes to board nominations and elections, and shareholder-sponsored resolutions to change polices, practices, strategies, and so on.  2008 could well be another cataclysmic year in terms of challenges to the elites.

Professors Berle and Means spelled this out more than seven decades ago – as “agents” of ownership took command of the executive tower, and board rooms (CEOs and boards being agents of the shareowners) the separation of owner – manager in large companies would essentially mean many benefits of “control” would accrue to the management team.  (See our background document on this at: http://www.accountability-central.com/single-view-default/article/background-perspective-on-the-nature-of-shareholder-activism/Berle%2C%20Means/?tx_ttnews%5BbackPid%5D=21&cHash=792247ff34

What does all this mean to us in the 2008 proxy season?  Plenty – we could be moving into a year similar to 1968, with all of its social, political, financial, cultural, and capital markets upheavals. And the battleground, the very public debate arena will be the dozens, even hundreds of proxy voting contests being conducted across a wide spectrum of issues, concerns and shareowner focal points in the United States – including challenges from faith-based investors; traditional corporate governance reformers; mainstream public employee pension funds; mutual funds; social investors…and more!

There is a considerable amount of news, commentary and research on shareowner activism, proxy contests past, investor focal points, management resistance to encroaching “corporate democracy,” public sector response, institutional investor initiatives…and more…in sections and subsections of Accountability Central.

The purpose of this Hot Topic focus is to package the 2008 campaigns in one easy-to-reference section.  We’re interested in your points-of-view and activities during the 2008 campaigns.  Please send information to:  editors@accountability-central.com.

The Editors


Latest on 2008 Proxy Season

December 9, 2008 Corporate Responsibility and the Financial Crisis

Source: CRO Magazine

Financial meltdown. Corporate Collapse. Recession. New President. Where to start? Where to stop? The “once in a century credit tsunami,” in Alan Greenspan’s words, is crushing old attitudes toward corporate governance while a...

December 4, 2008 COUNCIL OF INSTITUTIONAL INVESTORS ISSUES STATEMENT ON EXECUTIVE PAY

Source: The Council of Institutional Investors (CII)

Washington, DC--The global financial crisis has rightly put executive compensation under a microscope. Poorly structured pay packages encouraged the get-rich-quick mentality and overly risky behavior that helped fuel the...[more]

November 26, 2008 RiskMetrics Group Releases 2009 Proxy Voting Policies

Source: MarketWatch

RiskMetrics Group, a leading provider of risk management and corporate governance services to the global financial community, today released its 2009 proxy voting policies, culminating an extensive policy formulation and updating...

November 22, 2008 Shareowners Prepare for the 2009 Proxy Season

Source: Social Forum.com

SRI leaders reflect on successful shareowner advocacy programs while preparing for increased engagement with corporations in new proxy season

November 13, 2008 Christian Brothers Investment Services Withdraws Shareholder Resolution as Cisco Discusses Giving Investors an Advisory Vote on Executive Pay

Source: CNN Money

Christian Brothers Investment Services (CBIS), a leader in socially responsible investing (SRI) for Catholic institutions, today announced an important step forward in its continued discussions with Cisco Systems (NASDAQ: CSCO)...

November 11, 2008 Canada: Enhanced Executive Compensation Disclosure For Upcoming Proxy Season

Source: mondaq.com

Executive compensation disclosure requirements in Canada are changing for financial years ending on or after December 31, 2008. Amendments to the disclosure requirements are aimed at improving transparency surrounding executive...

October 31, 2008 Conn. treasurer: Pension fund scores in negotiations

Source: The Journal-Inquirer - CT

State Treasurer Denise L. Nappier is trumpeting a series of successes for the state pension fund in the 2008 corporate “proxy season,” during which stockholders attempted to make or change company policies through negotiations...

October 30, 2008 The Future of 'Say on Pay' in Current Economic Times

Source: The Legal Intelligencer

For more than a decade, determining the appropriate level of compensation for corporate executives has been a controversial issue within the courtroom, the boardroom and among shareholders. During a period of increased activism...

October 23, 2008 Shareholder Support for Environmental and Social Issues Remains Strong Despite Economic Fears

Source: Proxy Governance

Investor interest in social and environmental issues remains strong, despite the downturn in financial markets. Those are the findings of a report recently issued by PROXY Governance, a leading proxy advisory service. The report...[more]

August 26, 2008 Investors Achieve Major Company Commitments on Climate Change

Source: Investors Achieve Major Company Commitments on Climate Change

ICCR: BOSTON – Investors engaging with U.S. companies on the financial risks and opportunities from climate change achieved breakthrough results during the 2008 proxy season. A record 57 climate-related shareholder resolutions...[more]

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