Remunearation

Search by topic:

Activism Bonds Directors ESG Family Owned / Non listed companies General Meetings / Proxy solicitation Governance Investor Engagement IPO IR Convergence Mergers and Acquisitions Mutual funds/ETFs Proxy Updates Recent Deals and Transactions Regulation / Reform Remuneration Shareholder Activism Shareholder Communication Shareholder Engagement Succession Planning

Latest posts

11 Feb 2019

INSTITUTIONAL INVESTOR SURVEY 2019

Morrow Sodali

Institutional Investors with assets under management of USD 33 trillion continue to want more information from portfolio companies about board composition and business strategy and ...

01 Feb 2018

Institutional Investor Survey 2018

Morrow Sodali

Institutional Investors with assets under management of USD 31 trillion want more detailed disclosure from portfolio companies about their boards of directors, business strategy and ...

13 Feb 2019

Institutional investors looking more closely into companies, boards - Morrow Sodali

Pensions & Investments

In an article published in money management newspaper Pensions & Investments, John Wilcox, Chairman of Morrow Sodali, commented the firm’s recently published Institutional Investor ...

18 Dec 2018

ISS AND GL PROXY VOTING GUIDELINES: 2019 UPDATES FOR COMPANY PROPOSALS (EMEA)

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to Glass Lewis’ and ISS’ Proxy Voting Guidelines for 2019 and for the EMEA region. Institutional Shareholder ...

05 Dec 2018

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to ISS’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after February 1, 2019. ISS ...

16 Nov 2018

GLASS LEWIS PROXY VOTING GUIDELINES: 2019 UPDATES

Morrow Sodali

In its latest Proxy Update, Morrow Sodali reviews the changes to Glass Lewis’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after January 1, 2019. ...

31 Oct 2018

Is variable compensation appropriate for independent directors?

Harvard Business Review

“The ability to provide an objective and increasingly specialized judgment, along with a contribution derived from a mix of skills, experience, seniority and relationships, are ...

21 Jun 2018

Increased focus on remuneration policies in Italy

Fondi sempre più attivi contro i superstipendi - La Repubblica

Data analysis of the latest Italian proxy season shows that institutional shareholders are exerting more and more pression on listed companies' management. This year, institutional ...

06 Jun 2018

Interview with ACCR's Dan Gocher

Morrow Sodali

In Morrow Sodali Australia's latest corporate governance newsletter issue, we interviewed Dan Goche, Director of Climate & Environment at the Australian Centre for Corporate ...

13 Apr 2018

Institutional Investors with assets under management of USD 33 trillion continue to want more information from portfolio companies about board composition and business strategy and sustainability related topics, according to Morrow Sodali’s annual Institutional Investor Survey, released today. The survey highlights several areas of concern for investors looking ahead to voting proxies at 2019 annual shareholder meetings:

Clear articulation of a company’s business strategy and goals;
Directors’ skills, qualifications, experience and individual contribution to the effectiveness of the board;
Detailed business rationale for board decisions and their alignment with strategy and financial performance;
Climate change, the leading sustainability risk factor.

The Morrow Sodali survey, the fourth of its kind, was conducted in December 2018. Forty-six global Institutional Investors, with USD 33 trillion of assets under management, responded to the survey.

Survey respondents also indicated that:

The quality of governance policies and practices still plays a pivotal role when investors make voting decisions;
Investors are concerned that quarterly reporting can promote short-term behaviour by companies and investors, and, further, that quarterly reporting can lead to excessive reliance on earnings guidance;
Investors will increase their focus on board composition and accountability;
Companies can expect more focus on disclosure and increased dialogue around climate change strategy;
Executive pay may be the subject of collective engagement efforts by institutions during the Annual General Meeting season;
Activist campaigns with a credible story focused on long-term strategy are likely to gain investor support when companies have an unclear business strategy.

Kiran Vasantham, Director of Investor Engagement, said: “This survey provides issuers with valuable insights on investor expectations and voting policies. It is a bellwether for all companies as we enter the 2019 Annual Shareholder Meeting season. I am delighted so many investors took part in the survey, as it provides an important overview of asset managers’ priorities on a broad spectrum of ESG issues.”

To download the attachment and read the entire survey, please click here.

13 Feb 2019

Institutional investors looking more closely into companies, boards - Morrow Sodali

In an article published in money management newspaper Pensions & Investments, John Wilcox, Chairman of Morrow Sodali, commented the firm’s recently published Institutional Investor Survey: “Shareholders are increasingly interested in looking at companies on the merits rather than just doing a compliance exercise.”

Morrow Sodali’s annual Institutional Investor Survey, which was released on Monday, February 11, is based on dialogue with 46 global institutional investors representing USD 33 trillion in Assets Under Management.

Access the full article here, following online registration:
Institutional investors looking more closely into companies, boards

12 Feb 2019

NASDAQ LETTER ON PROXY PROCESS

In its latest Proxy Update, Morrow Sodali reviews the letter that NASDAQ submitted to the SEC regarding aspects of the proxy process. The letter was signed by 319 companies with a combined market capitalization of almost $2 trillion, in addition to groups such as the U.S. Chamber of Commerce and TechNet. The letter is a follow up to the SEC’s November 15th Roundtable on the Proxy Process and touches on areas that have been a focus of many companies and advocacy groups for years.

Download the below attachment to access Morrow Sodali's full publication.

29 Jan 2019

Morrow Sodali brings fund solicitations in house

Global proxy solicitor Morrow Sodali has hired Vincent Di Costa as head of strategic and solicitation services for mutual and exchange-traded funds (ETFs).

"The vision behind this business combination is very much focused on the future and on the growing importance of retail investors," said Morrow Sodali CEO Alvise Recchi. "Together, Morrow Sodali and Di Costa Partners are equipped to reach the full spectrum of shareholders, regardless of whether their shares are registered, held in street name, or through mutual funds or ETFs."

As well as retail investors becoming a bigger factor in corporate governance, the partnership could help Morrow Sodali win business from funds facing activist pressure.

According to Activist Insight Online, between 16 and 23 closed-end funds have faced shareholder pressure in each of the last five years, often from the likes of Bulldog Investors, Karpus Investment Management, and Saba Capital Management.

According to Di Costa, it's a common issue when funds trade at a heavy discount to net asset value. "It really comes down to performance," he told Activist Insight Online in an interview. "If you're not doing well over a long period of time, that's when an activist might seek board representation or attempt to kick off the board."

Di Costa, a 35-year veteran of soliciting investors in funds, also told Activist Insight Online that Morrow Sodali and his firm, Di Costa Partners, would share expertise in governance advisory and vote projections, before adding that the partnership could also benefit from Morrow Sodali's shareholder identification capabilities and global reach.

For its part, Morrow Sodali is off to a good start in 2019. Its client, Luby's, won the first major proxy contest of the year last week.

This article was originally published on Activist Insight Online: ActivistInsight.com

Download the attachment below to read the entire article.

24 Jan 2019

LIGHTHOUSE - GLOBAL EDITION

In this first Global Edition of LIGHTHOUSE, Morrow Sodali explores the following topics:

ESG ratings - The importance of engagement: how a tailored and effective engagement strategy can help companies manage the impact of their ESG ratings
The latest regulator, investor and proxy advisor policy changes
Key takeaways from recent conferences attended by the firm
Looking ahead to our next issue: A focus on Corporate Culture

Read Morrow Sodali's publication by downloading the attachment below.

24 Jan 2019

MORROW SODALI AND DI COSTA PARTNERS TO PROVIDE MUTUAL FUND AND ETF SERVICES

Morrow Sodali has announced that Vincent Di Costa, founder of Di Costa Partners, has joined the firm as head of strategic and solicitation services for mutual funds and Exchange Traded Funds (ETFs). Mr. Di Costa pioneered the development of customized fund services and has been the industry’s market leader for decades.

The combination of Morrow Sodali and Di Costa Partners creates a global service provider with expertise that covers the entire ownership population of public companies – institutions, owners in registered and street name accounts and beneficial owners in mutual funds and ETFs.

Mr. Di Costa said, “After 35 years in the industry, I am excited by the opportunity to expand our business in combination with Morrow Sodali. Our team’s knowledge and experience in the fund industry, together with Morrow Sodali’s global reach and our shared expertise in proxy solicitation, corporate governance, shareholder analytics, vote projections, market surveillance and strategic advice will enable us to provide a full-service package that meets the demands of today’s complex financial markets.”

Alvise Recchi, CEO of Morrow Sodali, said, “The vision behind this business combination is very much focused on the future and on the growing importance of retail investors. Together, Morrow Sodali and Di Costa Partners are equipped to reach the full spectrum of shareholders, regardless of whether their shares are registered, held in street name, or through mutual funds or ETFs. No other firm provides clients with this scope of expertise and services.”

Download the attachment below to read the entire press release.

07 Jan 2019

PROXY SYSTEM REFORM: COMMENT TO THE SECURITIES AND EXCHANGE COMMISSION

In a recent comment letter to the Securities and Exchange Commission on the subject of proxy system reform, Morrow Sodali chairman John Wilcox asks a series of big-picture questions about the proxy process and suggests ways to reduce its inefficiencies, take advantage of technology and expand its function to serve retail shareholders more effectively.

18 Dec 2018

ISS AND GL PROXY VOTING GUIDELINES: 2019 UPDATES FOR COMPANY PROPOSALS (EMEA)

In its latest Proxy Update, Morrow Sodali reviews the changes to Glass Lewis’ and ISS’ Proxy Voting Guidelines for 2019 and for the EMEA region.

Institutional Shareholder Services (ISS) and Glass Lewis (GL) have published their guideline updates for the 2019 proxy season. Most updates contain codifications and clarifications of pre-existing policies or alignments with local legal or best practice provisions.

Combining policy updates across multiple markets allows to detect general trends at both proxy advisors. Overall, policies focus on the Board of Directors, such as collective and individual Director accountability, diversity, independence or Board skills and respective disclosure. Of note, both proxy advisors hold off from significant amendments to their expectations on executive remuneration as EU markets are starting to implement the Continental Europe Shareholder Rights Directive II.

Download the below attachment to access Morrow Sodali's full publication.

05 Dec 2018

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

In its latest Proxy Update, Morrow Sodali reviews the changes to ISS’ Proxy Voting Guidelines for 2019, which will go into effect for meetings on or after February 1, 2019.

ISS recently released updates to its 2019 benchmark proxy voting policies for the Americas, EMEA, and Asia-Pacific regions. This Proxy Update reviews changes to US guidelines.

For US companies, ISS is adding two new policies and codifying practices currently in use in several other policies (policy updates can be found in the 2019 Americas Proxy Voting Guidelines Updates). The most significant changes are to the Board Composition policy which addresses the lack of gender diversity on boards, and to several policies which are intended to discourage the practice of management seeking to ratify existing shareholder rights in order to block a shareholder proposal seeking more favorable rights. Also, of note, ISS will not be incorporating Economic Value Added (EVA) data in its pay-for-performance model for 2019.

Key topics include Board Composition – Diversity and Attendance, Management Proposals to Ratify Existing Charter or Bylaw Provisions, Reverse Stock Splits, Environmental and Social Issues, and ISS’ Pay-for-Performance Model.

Download the below attachment to access Morrow Sodali's full publication.

05 Oct 2018

SENOMYX, INC. TENDER OFFER

Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Firmenich Incorporated, a Delaware corporation, is offering to purchase for cash all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Senomyx, Inc., a Delaware corporation.

Morrow Sodali is serving as the information agent for this transaction.

08 Jun 2017

Investa Office Fund

Investa Listed Funds Management Limited, the responsible entity of Investa Office Fund (ASX: IOF), announced a proposal to acquire a 50% shareholding on a joint venture basis in Investa Office Management Pty Limited. The vote to approve the proposal was held on 31 May 2017.

Morrow Sodali Australia served as governance advisor and proxy solicitor for Investa Listed Funds Management Limited.

Press area Morrow Sodali is hiring

Remunearation

Search by topic:

Latest posts

INSTITUTIONAL INVESTOR SURVEY 2019

Institutional Investor Survey 2018

Institutional investors looking more closely into companies, boards - Morrow Sodali

ISS AND GL PROXY VOTING GUIDELINES: 2019 UPDATES FOR COMPANY PROPOSALS (EMEA)

ISS PROXY VOTING GUIDELINES: 2019 UPDATES (US)

GLASS LEWIS PROXY VOTING GUIDELINES: 2019 UPDATES

Is variable compensation appropriate for independent directors?

Increased focus on remuneration policies in Italy

Interview with ACCR's Dan Gocher

Unicredit: