Shareholder voting is viewed as fundamental to keeping boards and managements accountable, and, every year, billions of shares are voted at thousands of shareholder meetings of public companies. However, it is widely recognized that the current system of share ownership and intermediaries is a byzantine one that accreted over time and certainly would not be the system anyone would create if starting from scratch. There is also a broad agreement that the current system of “proxy plumbing” is inefficient, opaque and, all too often, inaccurate. As the SEC’s Investor Advisory Committee has observed, under the current system, shareholders “cannot determine if their votes were cast as they intended; issuers cannot rapidly determine the outcome of close votes; and the legitimacy of corporate elections, which depend on accurate, reliable, and transparent vote counts, has been called into doubt.” Nevertheless, while the IAC and others have made recommendations for action to the SEC, nothing has yet been done or proposed, and the topic of proxy plumbing has been relegated to the SEC’s long-term agenda. (See this PubCo post.) Now, however, some aspects of the problem may be addressed through private ordering. Broadridge Financial Solutions, which provides services related to the proxy voting process, including vote tabulation, has announced that “it will provide end-to-end proxy vote confirmation this year to all shareholders in the annual meetings of the 2,000+ US public companies whose votes it tabulates.”

What is end-to-end proxy vote confirmation? As described yesterday at the Northwestern Securities Regulation Institute by Keir Gumbs, Chief Legal Officer at Broadridge, vote confirmation is essentially a communication back to shareholders that their brokers received their vote instructions, those instructions have been “translated” into votes that were cast and included in the vote tally as instructed.

To say that there doesn’t seem to be a lot of confidence in the accuracy of the vote count would be an understatement. Shareholders tend to assume their shares have been voted, but that may not really be the case. As a basic matter, you would think that shareholders should have the ability to see through the chain of intermediaries to confirm that their shares have been voted as directed, but it’s often difficult or impossible for them to do so. While vote confirmation would certainly not resolve all of the issues arising out of the proxy plumbing morass, it would certainly mean a step forward. Hopefully, Broadridge’s new confirmation process will do the trick.

Broadridge said that its “enhancements to the proxy voting process were developed in conjunction with an industry Working Group led by the Society for Corporate Governance and the Council of Institutional Investors, and involving representatives of custodian banks, broker-dealers, issuers, institutional investors, other proxy tabulators, transfer agents, and the proxy services provider community.” This Working Group has committed to provide vote confirmation for meetings of shareholders of all Fortune 500 companies. Expanding on that commitment, Broadridge’s announcement indicates that it expects to provide vote confirmation to the shareholders of more than 2,000 companies—those companies for which it is acting as tabulator—for annual meetings in 2022.

Broadridge’s new protocols also include a “pilot of the mechanics of early-stage voting entitlement reconciliation,” which “ensures that any discrepancies between the records held by tabulators and those of banks and brokers will be addressed well in advance of a shareholder meeting, so that every share that is duly held and cast will be included in the final vote tally. The pilot will test and refine the new reconciliation protocols across 20 annual meetings of the Fortune 500.”

[View source.]

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On December 14, 2021, the San Francisco Board of Directors unanimously passed a law granting domestic workers paid sick leave – the first of its kind in the United States. The ordinance entitled “Equal Access for Domestic Workers to Paid Sick Leave” provides for a “portable” paid sickness benefit that enables people working for multiple households to receive, consolidate, and distribute benefits from multiple “hiring organizations” To access paid vacation they switch between jobs.

How will this work for domestic workers? According to the regulation, domestic workers are entitled to paid sick leave of at least one hour’s net wage at the regular wage of the domestic worker for every 30 hours worked. Both the hiring agency and the domestic worker are responsible for reporting the number of hours worked and the net wage to the “paid sick leave system”. While the entitlement to sickness benefit increases in hourly units, the funds are not transferred from the hiring facility to the domestic worker until the domestic worker applies for the funds. In addition, the hiring institution is responsible for any withholding tax deduction or tax reporting obligations for the contribution at the time of transferring the sick pay.

This ordinance is expected to affect the approximately 10,000 San Francisco domestic workers who work in private households. A “domestic worker” within the meaning of the ordinance is any person who is employed by a hirer or who has concluded a contract with a hirer for the provision of workers or services in a residential building:

• Taking care of a child; to serve as a companion or the provision of other non-medical care or services to a sick, convalescent, disabled or elderly person;
• Cleaning, cooking, providing food or butler service;
• Gardening;
• personal organization;
• or providing other personal or domestic services at home.

A “domestic worker” also includes a natural person who lives at the personal place of residence of the user company as part of their employment relationship or contract. The ordinance defines a “hiring entity” as any person within the meaning of Section 18 of the California Labor Code, including officers or officers, who, directly or indirectly, or through any agent or other person, including through the services of a temporary employment agency or recruitment agency, or a similar organization that employs, contracts, or hires a domestic worker. Once it goes into effect, the program will be administered by the San Francisco Office of Economic and Workforce Development, which has also been tasked with making it easy to create an app to track performance and transfer funds from a hiring facility to a domestic worker .

The regulation requires a second vote by the board of directors and the signature of the Mayor of London Breed before it comes into force. The regulation is expected to come into force in 2022 when these additional steps are taken. San Francisco domestic workers should consult their employment advisor to ensure they are complying with the ordinance once it goes into effect.

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Seyfarth Synopsis: On October 13, 2021, the San Francisco Department of Public Health issued a revised COVID-19 health ordinance. Of interest to many employers, the city has set out when certain companies – such as office workplaces – can allow fully vaccinated individuals not to wear face-covering indoors. She also outlined the vaccination guidelines, according to which the city will abolish the requirements for universal indoor face coverage altogether.

Like Tony Bennett, who sang his heart out about San Francisco, the city’s mayor had great news. After the mayor made changes last week, the SFDPH finally enacted a revised public health ordinance with two major changes to the city’s rules on indoor face covering. A redline of changes to the order can be found here and updated FAQs about the order can be found here.

It calls for me high up on a hill – the requirements for face covering indoors are relaxed

With effect from October 15, 2021, the ordinance relaxes the requirements for indoor face covering for fully vaccinated stable cohorts in offices, work vehicles, indoor fitness shops, adult lectures and classes (but not in high schools or grammar schools) and religious gatherings. Personnel in these rooms can remove their face covering indoors if the company complies with the city’s strict vaccination regulations.

The requirements for removing indoor face coverings vary slightly depending on the type of company. For example, to benefit from the new rules in offices, employers must ensure that:

• All persons entering the facility provide evidence that they are fully vaccinated;
• No person is unvaccinated because of a disability / religious exemption;
• The only people in the office are “staff” of the company. “Personnel” is defined as employees, contractors and subcontractors, independent contractors, vendors allowed to sell goods locally, volunteers and others who regularly provide on-site services at the Company’s request. When a visitor is present, everyone in the office space must wear face-covering except as noted below;
• The company controls access to the office space to ensure that anyone entering is fully vaccinated. People who occasionally / occasionally enter the practice (e.g. delivery staff) do not have to present a vaccination card, but must wear a face covering;
• There are no children under the age of 12 present;
• The company has implemented at least one of the following ventilation strategies: (1) all available windows and doors that are accessible to fresh outside air are opened for as long as the air quality and weather conditions permit; (2) fully functional HVAC system; or (3) appropriately sized portable air purifiers in each room; and
• The employer has not seen a COVID-19 outbreak (three or more cases in a rolling 14 day period) in the last 30 days.

Over the blue and windy sea, uncontrolled settings still require masks

A workplace with unvaccinated employees. If offices do not have fully vaccinated staff on site, the layout allows the offices to provide special work areas where fully vaccinated staff can remove their masks. The FAQs make it clear that these “fully inoculated” areas must be separated from one another by doors, walls or a gap. Employers must also control access to the rooms to keep anyone out who is not fully vaccinated. And all people must wear a mask when in indoor common areas such as hallways, lobbies and elevators where such access cannot be controlled.

Further restrictions for non-office businesses. The order makes slightly different demands on other types of businesses. For example, indoor classes and “other similar gatherings” may, in addition to the above cases, drop their indoor face covering requirements only if the gathering does not exceed 100 people and the class is a “stable group of people”, who meet regularly (e.g. no drop-ins for sports classes).

Your golden sun will shine for me with an acceptable vaccination certificate

The order does not change how companies can check vaccination status. The following are also accepted as proof of vaccination: (i) the CDC vaccination card, (ii) a photo of a vaccination card as a separate document, (iii) a photo of the vaccination card stored on a telephone or electronic device, (iv) vaccination documentation from a healthcare provider, (v ) written self-certification of vaccination signed under penalty of perjury; or (vi) a personal digital digital COVID-19 vaccination record from the state of California or similar documentation issued by another government jurisdiction or licensed private company.

The City by the Bay presents some practical challenges

Implementation. Implementing this ordinance can pose challenges for employers where small cable cars rise halfway to the stars. First, the order does not include flexibility for placement. If an on-site employee remains unvaccinated due to a religious exception or medical precaution, face-covering must be worn throughout the office unless the employer separates all unvaccinated individuals in a separate part of the office.

Metrics for overriding other face coverage rules. Second, and perhaps of more permanent concern, the city also released the metrics of when their broader order of indoor face coverings will be lifted. The city will issue a new health ordinance if:

• The number of cases in the city has been at or below the CDC level of yellow transmission for at least three weeks (i.e., fewer than 50 cases per 100,000 residents in the last seven days and less than 8% of positive tests in the last seven days). );
• The total number of patients admitted to the city due to COVID-19 is no more than 65; and
• Either 80% of the total city population (including children of all ages) have received their last dose of vaccine; or 8 weeks after the FDA issues emergency approval of a COVID-19 vaccine for children ages 5-11.

Alameda, Contra Costa, Marin, Napa, San Mateo, Santa Clara, Sonoma counties, and the city of Berkeley have reportedly agreed to follow a similar framework. And in addition to San Francisco, Contra Costa will also allow fully vaccinated groups to forego masking on November 1, 2021.

Workplace solutions

For many businesses with employees clamoring to take off their face coverings indoors, the recent San Francisco Health Ordinance could raise more questions than answers. We are here to help you address these challenges and answer your other questions related to COVID-19.

And keep an eye out for additional warnings. If the past 18 months have taught us anything, it is that public health orders can change rapidly as the COVID-19 pandemic evolves.

The post I Left My Masks In San Francisco—For Absolutely Vaccinated Workplaces | Seyfarth Shaw LLP appeared first on DAILY SAN FRANCISCO BAY NEWS.

Seyfarth Synopsis. On December 18, 2020, San Francisco imposed a 10-day quarantine on most people traveling or returning to the city for more than 24 hours. The order does not apply to travel within the larger Bay Area or to certain visitors, including those who stay no longer than 24 hours, those seeking medical treatment, and those coming into town to provide essential services. While the regulation does not require employers to monitor their employees’ personal journeys, the order does require employers to prohibit workers from returning to work if they become aware of the journey. Any non-working time due to this travel quarantine is regulated by the employer’s existing leisure time guidelines. The order is valid until at least January 4, 2021. Fortunately, the order is unlikely to affect a famous traveler on December 24, unless their sled fails and they have to stay in town for more than 24 hours.

In response to COVID-19-related concerns about vacation travel, San Francisco has issued a mandatory quarantine order for many people traveling in and out of the city. The order runs from December 18, 2020 to January 4, 2021 and requires most people to travel to the city for more than 24 hours or return home after 10 days of quarantine. While affected individuals may leave home to be tested for COVID-19, a negative test does not shorten the 10-day quarantine period.

Exceptions.

The order makes exceptions for some travelers. For example, this does not apply to:

• People who started their trip before December 18th;
• Individuals who move through San Francisco but do not stay longer than 24 hours; and
• Other Bay Area residents (defined as people from Alameda, Contra Costa, Marin, Napa, Santa Clara, Santa Cruz, San Francisco, San Mateo, Solano, and Sonoma counties).

However, the order encourages residents and individuals in the Bay Area who began traveling before the order went into effect to adhere to the quarantine policy.

For parents and children concerned about the Order’s impact on Santa, the 24-hour exemption is likely to apply to his December 24th work.

The order also excludes a number of key workers and others who come to the city for specific assignments, including:

• Licensed Healthcare Professionals
• Anyone who comes to San Francisco to work in an acute hospital
• Individuals who perform essential government functions or work on essential infrastructure
• People caring for minors, the elderly or people with disabilities
• People receiving medical care
• Individuals asked by their employer to enter the city to work for an essential San Francisco company due to a staff shortage
• Individuals traveling for law enforcement or a court order
• Individuals who are members of professional or university sports teams and who travel for a game
• People who are part of a film production, provided they meet certain requirements

Impact on employers.

The city’s FAQs make it clear that employers may have some responsibilities as part of the ordering process. Corporations are not required to (and cannot under applicable California law) restrict their employees’ personal travel, nor are businesses required to inquire about where their employees have traveled. However, if an employer learns that an employee has traveled outside of the Bay Area, the employer must prohibit the employee from returning to work during the quarantine period.

The appointment does not require companies to approve paid employee quarantine time off. Instead, it deviates from the normal guidelines of an employer. If the employee is entitled to free time under these guidelines, they should be given it. However, if the employee’s conduct or leisure time is contrary to the employer’s normal guidelines, the employee may be disciplined.

Note.

The only companies asked to order are transportation facilities. You must notify incoming travelers by either giving the travelers a copy of the notice accompanying the order or by posting the notice and making periodic announcements.

While hopefully this is a quick caveat, employers should brush up on travel order in San Francisco and be prepared if they learn of employees traveling outside of the Bay Area on vacation.

Seyfarths Workplace Solutions can help you with these and other COVID-19 questions.

The post San Francisco’s 10-Day Journey Quarantine Order Tells Vacation Vacationers to Keep House, Although Santa Probably Excepted | Seyfarth Shaw LLP appeared first on DAILY SAN FRANCISCO BAY NEWS.