
In an effort to enhance shareowner value for CalPERS' members, CalPERS
uses an annual three-prong approach, which includes the following
process: 1) a quantitative screen, 2) a qualitative
review, and 3) an engagement process. The process is designed to identify
and positively reform undervalued companies in the internal portfolio
that produce the lowest long-term value relative to peers and lack good
governance practices.
The success of the program is measured on the
basis of excess shareowner returns to the internal portfolio and improved
governance practices market-wide.
The Process
I) Quantitative Screen
The quantitative screen identifies
companies that exhibit both poor economic performance and corporate governance
structures that do not ensure full accountability to shareowners. CalPERS
utilizes three measurements in the screening process:
| The screen results in a "long list" of companies that performed
poorly. CalPERS will analyze the list to determine whether further
qualitative review is necessary. |
II) Qualitative Review
CalPERS performs additional qualitative analysis on each company selected
from the quantitative screen to assess other concerning issues not captured
in the quantitative screen, which include the following (at a minimum):
- Over-all financial performance
- Valuation
- Strategic plans
- Management and board member relations
- Compensation practices
- Other miscellaneous shareowner issues (including takeover defenses)
| CalPERS will engage a "shortened list" of companies that were
identified to be egregious in comparison to their peers in the qualitative
review. |
III) Engagement Process
Those companies that perform poorly in the quantitative
screen and qualitative review are then individually analyzed to determine
whether CalPERS, through engaging in governance discussions with the company's
board and management, could potentially add value and improve performance.
CalPERS considers the engagement process to be a crucial
component of the overall Focus List Process. CalPERS makes a persistent
effort to meet with the management and directors to discuss performance
and governance issues. CalPERS will focus on reforming the company's governance
practices with an emphasis on accountability, transparency, independence,
and discipline. Depending on the responsiveness of the company to the
program, CalPERS will identify and execute the appropriate shareowner
tools and resources necessary to positively reform the company in an attempt
to improve long-term value.
As a part of the engagement process, CalPERS will generally
file a shareowner proposal to seek
change in the company's bylaws, articles of incorporation, and (or) charter.
| Companies that do not respond meaningfully to CalPERS' engagement
process will merit public attention on the annual Focus List. Companies
that effectively communicate and respond to CalPERS' engagement will
not be placed on the public Focus List but will be monitored internally
on the Monitoring List. |
Success
I) Excess Shareowner Returns
CalPERS studied the effects of the Focus List on shareowner wealth. Findings
of this study can be obtained through the following link:
Good corporate governance
works: More evidence from CalPERS
by Mark Anson, Chief Investment Officer- CalPERS' Investment
Office; Ted White, Director- CalPERS' Corporate Governance; Ho Ho, Quantitative
Equity Portfolio Manager- CalPERS' Global Equity Office Journal of
Asset Management, Vol 5, Index 3, 2004; pg. 149-156.
This study concludes that the publication of the Focus List has a significant impact on shareowner wealth. To summarize, on average, a public company that is placed on CalPERS' Focus List earns a return over and above its risk-adjusted rate of return that is 59 percentage points greater than the risk adjusted rate of return that shareowners would normally expect to receive for their investment. These excess returns are statistically significant at the one percent level.
Additionally, Wilshire Associates' study of the "CalPERS Effect" examined the performance of 128 companies targeted by CalPERS’ Focus List from beginning of 1987 through the fall of 2006. According to the study, “For the five years prior to the “initiative date”, the Focus List companies produced returns that averaged 86.7% below their respective benchmarks on a cumulative basis, which is equivalent to an excess return of -13.3% per year on an annualized basis. For the first five years after the “initiative date,” the average targeted company produced excess returns of 12.2% above their respective benchmark return on a cumulative basis, or 2.3% per year on an annualized basis.”
II) Governance
CalPERS' Focus List Program has experienced many positive and shareowner
friendly corporate governance successes, which include the following (at
a minimum):
- Director and managerial changes
- Formal governance policy improvements
- Transparency via company web sites and public filings
- Pay-for-performance discipline
- Formal board self-evaluation processes
- Auditor independence
- Shareowner approved proposal implementation
- Supermajority voting right elimination
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