According to the press release, “Norges Bank Investment Management (NBIM), manager of the $550 billion Norwegian Government Pension Fund Global, has filed shareholder proposals for proxy access at six US companies as part of its efforts to strengthen shareholder rights.
NBIM filed proposals on Nov. 22 at Wells Fargo, Charles Schwab, Western Union, Staples, Pioneer Natural Resources and CME Group to give shareholders the right to nominate candidates for board elections on company ballots. At filing, the fund held stakes of 0.6 percent to 1.1 percent in these companies, valued at a total $1.4 billion.
The right to nominate candidates to the board of publicly listed companies is a fundamental principle of good corporate governance. While this is upheld by US law, the process is cumbersome and costly because shareholders must submit alternative agendas at annual general meetings and distribute documentation among investors. Proxy access simplifies this process by allowing shareholders to put their nominees straight on the company’s agenda.
“Board members must be held accountable,” says Anne Kvam, global head of ownership policy at NBIM. “When they fail to meet our expectations, we as shareholders should be able to propose alternatives without incurring prohibitively high costs.”
The US Court of Appeals in July rejected a proposal by the US Securities and Exchange Commission to introduce universal proxy access. In the absence of such a rule, NBIM will seek to change the bylaws at US companies where it is particularly important for shareholders to be able to nominate alternative board members, such as corporations that have demonstrated poor corporate governance or unsatisfactory financial performance.
“This is the first time we file proxy access proposals,” says Kvam. “We will continue to identify companies with unsatisfactory performance.”
NBIM proposes each company establish a procedure for shareholders to nominate candidates to the board on the company’s ballot, subject to limits. Shareholders should own a minimum 1 percent of common stock for at least one year to nominate members and may propose no more than 25 percent of a board’s members. A maximum of 25 percent of the members of an elected board may have been nominated by shareholders. The six companies’ annual general meetings will be held in the second quarter of 2012.”
Read more: NBIM Press Release
The British Columbian (B.C.) government and indigenous groups publicly oppose the Trans Mountain Pipeline project over a number of issues, which include environmental concerns (potential pipeline spills) and land protections. The threat of project derailment sent jitters to Houston-based Kinder Morgan, Inc., requiring the company to halt non-essential spending on Trans Mountain Pipeline L.P. Calgary-based Kinder Morgan Canada Limited, which owns the pipeline, is a listed company that is 70% owned by Kinder Morgan and 30% owned by stock market investors (float). Kinder Morgan Canada hired TD Securities to explore options regarding the future of the pipeline.
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Goldman Sachs is poised to name David M. Solomon, the firm’s president, as its new CEO, replacing Lloyd C. Blankfein. [ Content protected for Sovereign Wealth Fund Institute Standard subscribers only. Please subscribe to view content. ]
Larger alternative investment houses and banks are taking ownership stakes in specialist private equity firms. On July 13, 2018, Blackstone Group’s Strategic Capital Group and Goldman Sachs Asset Management’s Petershill program acquired a minority stake in San Francisco-based Francisco Partners. Francisco Partners is a private equity firm focused on tech-related companies, competing against Thoma Bravo, BC Partners, Vista Equity Partners, Bain Capital and other specialists.
Dipanjan (DJ) Deb is the Co-Founder and CEO of Francisco Partners. Before forming the company in 1999, he was a Principal at Texas Pacific Group (TPG).
Francisco Partners was advised by Evercore and Kirkland & Ellis LLP. Simpson Thacher served as legal counsel to Blackstone and Fried Frank served as legal counsel to Goldman Sachs.
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