A board of directors is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency.
State Street Corporation, is a global financial services and bank holding company headquartered at One Congress Street in Boston with operations worldwide. It is the second-oldest continually operating United States bank; its predecessor, Union Bank, was founded in 1792. State Street is ranked 14th on the list of largest banks in the United States by assets. It is one of the largest asset management companies in the world with US$3.7 trillion under management and US$40.0 trillion under custody and administration in 2023. It is the largest custodian bank in the world, providing securities services and it is considered a systemically important bank by the Financial Stability Board. Along with BlackRock and Vanguard, State Street is considered to be one of the Big Three index fund managers that dominate corporate America.
Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").
Shareholder activism is a form of activism in which shareholders use equity stakes in a corporation to put pressure on its management. A fairly small stake may be enough to launch a successful campaign. In comparison, a full takeover bid is a much more costly and difficult undertaking. The goals of shareholder activism range from financial to non-financial. Shareholder activists can address self-dealing by corporate insiders, although large stockholders can also engage in self-dealing to themselves at the expense of smaller minority shareholders.
A proxy fight, proxy contest or proxy battle is an unfriendly contest for control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy.
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A, with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.
Socially responsible investing (SRI) is any investment strategy which seeks to consider both financial return and social/environmental good. The areas of concern recognized by the SRI practitioners are sometimes summarized under the heading of environmental, social and governance (ESG) issues: environment, social, and corporate governance. Impact investing is subset of SRI that is generally more proactive and focused on the conscious creation of social impact through investment. Eco-investing is SRI with a focus on environmentalism.
The Interfaith Center on Corporate Responsibility (ICCR) is an association advocating for corporate social responsibility. Its 300 member organizations comprise faith communities, asset managers, unions, pensions, NGOs and other investors. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. ICCR's members file shareholder resolutions on issues such as climate change, human rights, corporate governance, financial practices, and other social and environmental concerns. The organization was founded in 1971.
Nell Minow is an American movie critic and writer who writes and speaks frequently on film, media, corporate governance, and investing. Minow was named one of the 20 most influential people in corporate governance by Directorship magazine in 2007. She was dubbed "the queen of good corporate governance" by BusinessWeek Online in 2003 Minow is the daughter of former Federal Communications Commission chairman Newton Minow and his wife, Josephine Minow. Her sister is Harvard University professor Martha Minow.
Management is a type of labor with a special role of coordinating the activities of inputs and carrying out the contracts agreed among inputs, all of which can be characterized as "decision making". Managers usually face disciplinary forces by making themselves irreplaceable in a way that the company would lose without them. A manager has an incentive to invest the firm's resources in assets whose value is higher under him than under the best alternative manager, even when such investments are not value-maximizing.
A proxy firm provides services to shareholders to vote their shares at shareholder meetings of, usually, listed companies.
The UK Corporate Governance code, formerly known as the Combined Code is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Conduct Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000 and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code – in what the code refers to as 'comply or explain'. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to. In 2017, it was announced that the Financial Reporting Council would amend the Code to require companies to "comply or explain" with a requirement to have elected employee representatives on company boards.
Proxy Governance, Inc., was one of four prominent independent proxy advisory services in the United States. As such, it provided proxy voting recommendations on U.S. and non-U.S. publicly reporting companies. Additionally, it provided an online voting platform that permits clients to vote their shares.
Broadridge Financial Solutions, Inc. is a public corporate services and financial technology company founded in 2007 as a spin-off from management software company Automatic Data Processing. Broadridge supplies public companies with proxy statements, annual reports and other financial documents, and shareholder communications solutions, such as virtual annual meetings.
Institutional Shareholder Services Inc. (ISS) is a proxy advisory firm. Hedge funds, mutual funds and similar organizations that own shares of multiple companies pay ISS to advise regarding share holder votes. As the leading firm in the industry, ISS commands a 48 percent market share as of 2021, with its nearest rival, Glass Lewis, holding a 42 percent market share.
The Sustainability Accounting Standards Board (SASB) is a non-profit organization, founded in 2011 by Jean Rogers to develop sustainability accounting standards. Investors, lenders, insurance underwriters, and other providers of financial capital are increasingly attuned to the impact of environmental, social, and governance (ESG) factors on the financial performance of companies, driving the need for standardized reporting of ESG data. Just as the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB) have established International Financial Reporting Standards and Generally Accepted Accounting Principles (GAAP), respectively, which are currently used in the financial statements, SASB's stated mission “is to establish industry-specific disclosure standards across ESG topics that facilitate communication between companies and investors about financially material, decision-useful information. Such information should be relevant, reliable and comparable across companies on a global basis.”
Council of Institutional Investors is a nonprofit, nonpartisan association of U.S. pension funds and other employee benefit funds, foundations and endowments that "promotes the interests of institutional investors in the United States".
Institutional Investor Advisory Services India Limited is an Indian proxy firm that provides voting recommendations on shareholder resolutions of Indian listed companies.
Engine No. 1 is an American activist and impact-focused investment firm. It attracted attention with its campaign to replace four members of ExxonMobil's board of directors despite owning only 0.02% of the company's shares. The firm describes its investment approach as "active ownership", as it prefers to work with management instead of launching activist campaigns.
Shareholder democracy is a concept relating to the governance structure of modern corporations. In this structure, shareholders bear ultimate controlling authority over the corporation, as they are the owners and may exercise control within their economic rights. Although shareholders own the corporation, they generally take a passive interest in managing the day-to-day operations of the company. Shareholders who are interested in actively influencing corporate affairs are called activist shareholders.
