As keystroke was committed to screen in the writing of this post, J.C. Penney honcho Ron Johnson received his walking papers. This after it was announced last week that the ousted CEO had his pay cut 90 percent– tanking his 2012 salary to a mere $1.9 million from a sum north of $50 million in 2011.

With numbers like that, Johnson more than likely won’t apply for unemployment benefits anytime soon. But his compensation unfortunately will add more fuel to the fire of those proxy shareholders advocating for “say on pay” rules for upper management.

For example, The Nathan Cummings Foundation submitted a proxy shareholder resolution to Caterpillar Inc. that reads: “The shareholders … ask the board of directors to adopt a policy that incentive compensation for senior executives should include a range of non-financial measures based on sustainability principles and reducing any negative environmental impacts related to Company operations.”

According to its website, NCF “is rooted in the Jewish tradition and committed to democratic values and social justice, including fairness, diversity, and community. We seek to build a socially and economically just society that values nature and protects the ecological balance for future generations; promotes humane health care; and fosters arts and culture that enriches communities.” Read more on Executive Pay and Shareholder Resolutions…

The progressive politicization of certain religious orders hurries apace, especially as we enter the season of shareholder activism, proxy ballot initiatives and “corporate social responsibility” lectures from religious groups and churches. This year may generate even more activity as a result of the left’s renewed efforts to undermine Citizens United vs Federal Election Commission.

Because many religious organizations are also shareholders in public corporations, their investments grant them a proxy voice in corporate policies. Unfortunately, this voice too often is used to promote policies that are often indistinguishable from secular-left political causes and may have little connection to the tenets of their respective faiths.

One oft-stated goal of these activists is “transparency.” They claim to rectify the perception the Supreme Court ruled erroneously in Citizens United when it declared unconstitutional the placing of limits on corporate and union political spending. But these attempts to pass transparency rules and regulations extend far beyond mere campaign funding by requiring that all corporations publicly divulge the recipients of their charitable giving. Read more on Shareholder Resolutions and the ‘God Card’…

For many nuns in the U.S. April is a busy month. Not only do they have the liturgical season of Easter but they have the proxy season of corporate governance.

The proxy season is the time when many companies hold their annual shareholder meetings. During these meeting any shareholders who own more than $2,000 in stock or 1% of the company can recommend the company take a specific course of action or institute a policy change for the betterment of the company. As the Manhattan Institute’s Center for Legal Policy reports, Catholic orders are among the most active of these shareholder activists.

As far as activism goes, shareholder activism is rather inert. To date shareholders have introduced only 1.43 proposals per company in the Fortune 200. The most active religious organization, the Sisters of Charity of St. Elizabeth, submitted a total of 21.

In their lengthy report, the Manhattan Institute (MI) admits that shareholder proposals are rarely submitted, rarely adopted, and submitted by a small group of activists. MI also notes that while the idea that “maximizing share price is the sole fiduciary duty of corporate managers” has been a “long-standing norm in the American securities” there has been push in the past two decades for the idea that “the duty of management ought to extend beyond shareholders and share value to the interests of a broader class of ‘stakeholders.’”

The reality is that management has always taken the “interests of a broader class of ‘stakeholders’” into account when making decisions. Stakeholders include employees, suppliers, the local community, politicians, and—most substantially—the managers themselves. Indeed, you’re more likely to hear about “corporate social responsibility” today than you are “maximizing shareholder wealth.”
Read more on Nuns vs. Managers in the Proxy Wars…

The Manhattan Institute’s Proxy Monitor project is aimed at “shedding light on the influence of shareholder proposals on corporations.” It provides a thorough analysis of proposals made from 2008 – 2011 by activist investors — and believe it or not, only 35 percent of those proposals were related to corporate governance. Most of the shareholder proposals that these companies deal with are attempts to direct the company in a more green or pacific or fair direction, and they come from small shareholders who do this to dozens of companies.

Read more on Shareholder Activism on the Rise – from Nuns and Unitarians…

Dodd-Frank regulations, originally scheduled to take effect on July 16, are intended to create market stability. Instead, they are doing just the opposite.

Regulations aimed at financial derivatives, incorporated into the Dodd-Frank Wall Street Reform and Consumer Protection Act that was signed into law last July, have recently been rescheduled to take effect on December 31. The regulations are aimed at reducing the risk of derivatives, a contentious issue among those debating the root cause of the financial crisis. A Reuters’ report suggests this legislation will create uncertainty and a legal void for the derivatives market. Fears that trades could be challenged or invalidated may send the market for swaps (over-the-counter derivatives) into “legal limbo,” according to NASDAQ News.

Read more on Dodd-Frank: Regulation Cannot Build Character…