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A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency.
The American Federation of Labor and Congress of Industrial Organizations (AFL-CIO) is a national trade union center that is the largest federation of unions in the United States. It is made up of 60 national and international unions, together representing more than 12 million active and retired workers. The AFL-CIO engages in substantial political spending and activism, typically in support of progressive and pro-labor policies.
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.
John Joseph Sweeney was an American labor leader who served as president of the AFL–CIO from 1995 to 2009.
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.
The Strategic Organizing Center (SOC), formerly known as the Change to Win Federation (CtW), is a coalition of North American labor unions originally formed in 2005 as an alternative to the AFL–CIO. The coalition is associated with strong advocacy of the organizing model. The coalition currently consists of Service Employees International Union (SEIU), the United Farm Workers (UFW), and the Communications Workers of America (CWA), the latter of which is affiliated with both the SOC and the AFL–CIO. Michael Zucker is currently listed as the Executive Director of the organization since 2020.
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.
The Business Roundtable (BRT) is a nonprofit lobbyist association based in Washington, D.C. whose members are chief executive officers of major United States companies. Unlike the United States Chamber of Commerce, whose members are entire businesses, BRT members are exclusively CEOs. The BRT lobbies for public policy that is favorable to business interests, such as lowering corporate taxes in the U.S. and internationally, as well as international trade policy like the North American Free Trade Agreement.
The Alliance for Retired Americans (ARA) is a 501(c)(4) non-profit organization and nonpartisan organization of retired trade union members affiliated with the AFL-CIO, which founded it in 2001. The group's membership also includes non-union, community-based activists. Its predecessor organization was known as the National Council of Senior Citizens (NCSC).
Socially responsible investing (SRI) is any investment strategy which seeks to consider financial return alongside ethical, social or environmental goals. The areas of concern recognized by SRI practitioners are often linked to environmental, social and governance (ESG) topics. Impact investing can be considered a subset of SRI that is generally more proactive and focused on the conscious creation of social or environmental 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.
Proxy voting is a form of voting whereby a member of a decision-making body may delegate their voting power to a representative, to enable a vote in absence. The representative may be another member of the same body, or external. A person so designated is called a "proxy" and the person designating them is called a "principal". Proxy appointments can be used to form a voting bloc that can exercise greater influence in deliberations or negotiations. Proxy voting is a particularly important practice with respect to corporations; in the United States, investment advisers often vote proxies on behalf of their client accounts.
The California State Teachers' Retirement System (CalSTRS) provides retirement, disability and survivor benefits for California's 965,000 prekindergarten through community college educators and their families. CalSTRS was established by law in 1913 and is part of the State of California's Government Operations Agency. As of September 2020, CalSTRS is the largest teachers' retirement fund in the United States. CalSTRS is also currently the eleventh largest public pension fund in the world. As of October 31, 2020, CalSTRS managed a portfolio worth $254.7 billion.
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives. In the United States, this provision was ushered in when the Dodd–Frank Wall Street Reform and Consumer Protection Act was passed in 2010. While Say on Pay is a non-binding, advisory vote, failure reflects shareholder dissatisfaction with executive pay or company performance.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
The Dodd–Frank Wall Street Reform and Consumer Protection Act, commonly referred to as Dodd–Frank, is a United States federal law that was enacted on July 21, 2010. The law overhauled financial regulation in the aftermath of the Great Recession, and it made changes affecting all federal financial regulatory agencies and almost every part of the nation's financial services industry.
Canadian corporate law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority.
A shareholder nomination to the AGM committee SNAC sometimes called a 'Shareholder Committee') is a voluntary committee formed with the Chairman of the Board to assess the current Directors and discuss potential future Directors. A shareholder committee typically holds two or three short meetings a year.
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.
References
- 1 2 Hirst, Scott (2016-10-01). "Social Responsibility Resolutions". The Harvard Law School Program on Corporate Governance Discussion Paper. 2016–06.
- ↑ Gunther, Marc (April 25, 2006). "FORTUNE Magazine: Corporate America backs gay rights". CNN. Retrieved 2008-03-09.
- ↑ Monks, Robert A. and Nell Minow. Corporate Governance. Blackwell Publishers, 2001.
- 1 2 "Sec V. Medical Committee For Human Rights | Findlaw". Caselaw.findlaw.com. Retrieved 2016-02-14.