Leadership by Geoff Colvin

What to expect at Goldman's annual meeting

May 6, 2011: 9:11 AM ET

From proposals on executive pay to political spending, Goldman Sachs is gearing up for a busy – and potentially heated -- annual shareholders meeting.

By Eleanor Bloxham, contributor

FORTUNE -- Goldman Sachs has had a full plate in the run-up to its annual shareholders meeting, which will be held today. There are six shareholder resolutions in total in this year's proxy and Goldman is opposing all of them.

One pay resolution, which is in the proxy, has been part of a continuum of discussions for a number of years, according to Tim Smith, director at Walden Asset Management.

"Goldman is good on dialogue," he notes. "They are respectful, they do their research and they seek a win/win. Their reputation matters to them."

Here's what to expect from the meeting.

Pay proposals

One proposal on pay, submitted by the Nathan Cummings Foundation, would require more information from Goldman (GS) on its pay deliberations and practices. Smith says these disclosures would address a number of issues, including how layoffs and the level of worker pay affect executive pay deliberations. This resolution is representative of growing recognition that more pay related metrics are needed in the boardroom and for shareholders to assess executive pay practices.

John Harrington, president of Harrington Investments, presented a proposal for more of a long-term focus on pay. The proposal would require certain executive officers to retain 75% of the shares they acquire through company compensation plans (excluding tax-deferred retirement plans) for at least three years from the termination of their employment. This kind of proposal is designed to address the "sinking ship" problem where executives who cause issues jump ship before others realize it's sinking, carrying the loot (i.e. stock) with them (which they can unload at overvalued prices and sell before others recognize their true worth).

Voting and calling meetings

One proposal on cumulative voting comes from Evelyn Y. Davis, who has been instrumental in the movement to require that corporate directors stand for election every year. Cumulative voting allows shareholders to cast all their votes for one or two or however many board candidates they wish to vote for rather than spread their eligible votes to all available candidates. This allows shareholders or groups of shareholders to cast their votes in a targeted manner and have more of an impact on board elections.

Another proposal by Jim McRitchie, publisher of Corpgov.net, would allow holders of 10% of outstanding shares to call a special meeting (versus the 25% currently required) of shareowners.  McRitchie's resolution states that "if shareowners cannot call special meetings, management may become insulated and investor returns may suffer."

Political spending and climate change

Around 35 political spending disclosure resolutions have been put forward at companies so far this year, according to Bruce Freed, president of the Center for Political Accountability. While the vast majority of these proposals address both direct and indirect spending disclosure by companies, the one put forward by Domini Social Investments for Goldman is different. Since Conoco Phillips and Goldman Sachs' policies already address direct political spending, this resolution focuses solely on indirect investment, including trade association and 501(c)4 contributions.

"Trade association disclosure is critical because of spending by the U.S. Chamber of Commerce and other politically active trade associations," Freed says. "The creation of new 501(c)4 organizations on both sides are also particularly important because of the coming presidential elections and the lack of disclosure of their sources of their funding as well."

"The flood of spending in the mid-term elections were through these conduit organizations," says Adam Kanzar, managing director and general counsel at Domini Social Investments. Overall, "we choose who to target based on their size and industry or discrepancies between political spending and stated policies," he says. "With Goldman, every year we get closer to our goal. For example, they just amended their board oversight policy of contributions," he says. "If they are doing this oversight, why not disclose? But Goldman tried to get this item off the ballot with the SEC and lost."

The National Center for Public Policy Research, a conservative communications and research foundation and a Townhall.com member organization, has put forward a resolution that would require Goldman to disclose "the business risk related to developments in the political, legislative, regulatory and scientific landscape regarding climate change."

Although those business risks would already have to be disclosed if they were considered material, Tom Borelli of the National Center and Director of the Free Enterprise Project wants to see more disclosure of political risks and their impact on Goldman's energy investments. "We are coming at this from a free enterprise and Tea Party perspective" he stated. In addition to Goldman, one other firm had received this resolution from this group: GE, in part because of Eco-magination.  "The political leanings of the CEOs factored in our choice of companies to target," he says.

What's not in the proxy

One issue not on the table this year: separation of the CEO and chair positions in the advent of a change of leadership. The resolution received a 19% vote last year according to Julie Tanner, assistant director of socially responsible investing at Christian Brothers, which has presented the proposal in past years.

Recognizing that the percentage of votes in favor of this proposal might be even lower this year, Christian Brothers negotiated for a better definition of the presiding director's role and a statement of the criteria for the board's deliberations on the company's leadership structure in Goldman's corporate governance guidelines, which will include shareholder views on the matter.

Although the guidelines do not require the company to disclose which specific leadership structure items they reviewed and how they made their decisions, Tanner says that she plans to let Goldman know at the meeting tomorrow that she will be closely monitoring their disclosure in next year's proxy and expects it to be forthcoming with details. Tanner also says she plans to let Goldman know that Christian Brothers wants a separation of the chair and CEO roles when the time comes to replace these roles.

The "Executive Sessions and the Presiding Director" section in the company's governance guidelines says that the presiding director will review and approve the agenda for executive sessions. It's more appropriate to require that the presiding director set the agenda and Tanner may bring that up tomorrow as well. In addition, having more frequent mandated executive sessions without management and non-independent directors would also be beneficial.

There will be a lot to cover at Goldman's 2011 annual meeting -- let's hope everyone is prepared.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://thevaluealliance.com), a board advisory firm. 

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Eleanor Bloxham
Eleanor Bloxham
Contributor, Fortune

Eleanor Bloxham, an authority on governance and valuation, is CEO of The Value Alliance and Corporate Governance Alliance, an independent board and executive educational and advisory firm she founded in 1999. She is author of the books Value Led Organizations and Economic Value Management: Applications and Techniques, and publisher of the Corporate Governance Alliance Digest and her blog The Bloxham Voice.

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