RI Governance & Engagement, July 14: PIRC calls for new chair at BSkyB

RI’s regular review of governance and engagement news

Proxy voting firm PIRC has called for a new, independent chair at BSkyB in the wake of the News Corp. phone hacking scandal. “In the aftermath of recent events, PIRC believes that BSkyB should take the opportunity to refresh its governance,” PIRC said – adding it has had concerns over “weak governance, related party transactions and improper controls” at the satellite broadcaster since it first listed. (Amends to clarify PIRC is callign for a new chair)

Interfaith Center on Corporate Responsibility (ICCR) member and News Corp. shareholder the Missionary Oblates of Immaculate Mary told Responsible Investor the phone hacking scandal is a “clear example of what happens when the accepted norms of good corporate governance are not followed and powerful personalities and interests are allowed to create a culture … that intimidates government leaders and politicians and shows little interest in serving the public good”.

Meanwhile, the ICCR has welcomed NASDAQ-listed Gilead Sciences’ decision to become the first pharmaceutical company to join the Medicines Patent Pool, which will make licenses available for HIV and Hepatitis B drugs. It follows an engagement with the company dating back to 2004. The firm was setting “an important precedent in promoting greater access to life-saving drugs through a new collaborative business model”, said Lauren Compere of Boston Common Asset Management.

A new report from France’s Observatoire sur la Responsabilité Sociétale des Entreprise (ORSE) reviews the state of engagement between investors and companies. The study Engagement in France and abroad: from dialogue to voting policies – How are ESG issues taken into account? aims to provide an overview of the diversity and development of engagement practices and the difficulties they face in France and abroad.

Shareholders in private equity firm 3i protested against plans to raise the remuneration of Chief Executive Michael Queen, according to the Financial Times. A plan to extend a discretionary share plan gained just 68% approval at the company’s annual general meeting earlier this month.On average, corporate governance resolutions at US companies’ annual meetings received 38.3% shareholder support during the recent proxy voting season, according to voting site Moxy Vote. The most-backed resolutions were board declassification and annual director elections (70% support), majority vote in director elections (65.7%) and disclosure of political contributions (33%).

Proxy vote processing firm Broadridge Financial Solutions faces “minimal competitive threats and pricing that is largely insulated by SEC regulations” according to analysis from Fitch Ratings. The ratings agency affirmed its BBB+ view on the firm with a stable outlook.

Proxy voting advisory firm Glass Lewis has advised voting against Legg Mason Chairman and CEO Mark Fetting’s $5.9m pay package at the funds firm’s July 26 annual shareholder meeting. “We believe shareholders should vote against this proposal to signal their dissatisfaction with the company’s executive pay practices,” Glass Lewis was quoted as saying by the Baltimore Sun.

Michael Dell, the founder of computer giant Dell, is facing a proposal from the American Federation of State, County and Municipal Employees Pension Plan (AFSCME) calling for him to separate his roles as chairman and CEO at the firm’s annual shareholder meeting tomorrow (July 15). According to Proxy Democracy, the motion already has backing from the Christian Brothers Investment Services, Calvert, Trillium Asset Management and Domini Social Funds. The company opposes the resolution. Dell proxy

CalSTRS, the $154.6bn (€109bn) California State Teachers’ Retirement System, says it withdrew all eight of its board diversity shareholder proposals filed during the 2011 proxy season after successfully engaging companies on the issue. Its Diverse Director DataSource (3D) initiative with CalPERS and Governance Metrics International is expected to go live later in July and begin accepting nominations from board candidates.