2015 Japanese Proxy Season Preview

Another compressed Japanese proxy season is just around the corner – what should shareholders expect? As always, director and board independence will continue to be a major focal point. However, unlike previous years, we are expecting to see numerous Japanese companies adopt several changes, including the One-Tier Board with One Committee structure, due to the recent legislative and regulatory efforts to strengthen Japan’s corporate governance practices. Finally, a debate in Japan has arisen as to the effectiveness of ROE as the primary corporate performance measure.

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Proxy Season Insider: Deutsche Bank AG

Deutsche Borse: DBK Meeting Date: 05/21/2015

Deutsche Bank AG’s upcoming annual meeting is set to be a lively affair, with many shareholders likely to have further lost confidence in the Company’s strategic direction, patience with its management, and faith in its internal governance over the course of the year.

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Proxy Season Insider: Chipotle Mexican Grill

NYSE: CMG Meeting Date: 05/13/2015

While Chipotle has generally made headlines for strong performance and supply chain management, the company’s governance practice have brought some (likely unwanted) attention. The 2014 annual meeting was hardly business as usual, with amendments to the equity plan and the advisory vote on executive pay failing to receive majority support at the same time that several shareholders proposals received fairly strong (and in one case majority) support. These results have placed sharp focus on a barrage of new shareholder proposals, the board’s responses and the revised compensation programs.

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Proxy Season Insider: Bank of America

NYSE: BAC Meeting Date: 05/06/2015

Bank of America’s corporate governance committee has faced shareholder pressure recently for re-combining the roles of chairman and CEO without shareholder approval. On Monday morning, the bank announced its intention to let shareholders vote on this matter in the near future, no later than the 2016 annual meeting. Coming only two days before this year’s annual meeting, will the board’s gesture be enough to pacify disgruntled and vocal investors?

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Proxy Season Insider: BG Group plc

LSE: BG Meeting Date: 05/05/2015

When it rains it pours, but there’s nothing like a takeover offer at a 40% premium to market value to put a silver lining on an otherwise cloudy outlook. BG Group had a tough year in 2014, with the company exposed to the cyclicle downturn in energy prices and rudderless after former CEO Chris Finlayson departed in April; in addition, the board was caught without an umbrella twice in a deluge of shareholder concerns over recruitment pay.