Archive for the 'Corporate Governance' Category

“Say on pay” vs. proxy access?

Great article published online today from Fortune Magazine covering the ins and outs of “say on pay” and the prospects under a Barack Obama administration.
Normally, articles on executive compensation are written by cheerleaders, openly campaigning for an obvious angle.  This article treads even ground and attempts to tackle a few sticky issues:
“There are a few nagging questions raised by […]

Papa John offers fatherly advice

John Schnatter, founder and chairman of Papa John’s International, penned a mighty article in Saturday’s edition of The Wall Street Journal, calling out the boards of investment banks and home equity lenders.
“Behind the CEO of every Freddie Mac, Bear Stearns or Lehman Brothers who led their company down a path toward financial ruin, there was […]

Chairman/CEO joint-duties still prevalent

Tremendous editorial on splitting Chairman/CEO roles appears today in The Wall Street Journal written by Gary Wilson.
 
In addtion to laying out several well-founded points supporting split roles, Wilson reveals a stunning statistic of which even we were unaware:  65% of S&P 500 companies have the same person employed as both Chairman and CEO.
 
Wilson’s opinions carry added weight… he […]

The revolution is over! (oops, not yet)

Shareholder activists have won the revolution… so says today’s The Wall Street Journal.
But let’s not all fly off to Sardinia for that Kozlowski-like party yet.
A superficial article on the front cover of Section C includes some statistics about more board seats won, more resolutions adopted, etc.  But nowhere does the author stop to ask, “If, since 2006, 218 companies have […]

Death to broker votes

Kudos to CtW Investment Group for bringing the issue of broker votes back to the forefront with their well-publicized letter to SEC Chairman Christopher Cox (read it here).
Long known to create a mighty conflict of interest for any brokerage firm trying to win corporate investment business, broker votes go against the grain of every major piece of financial […]

PBS covers proxy season

You know that you’re into something sexy when PBS comes knocking.
A week ago, PBS’s Nightly Business Report presented a quick snapshot of this year’s proxy season and some of its key players.
“Trouble at the Top: Proxy Fights 2008″ (click here) includes comments from AFSCME’s Richard Ferlauto.
“Roundtable Review of Corporate Governance” (click here), “Trouble at the Top: Shareholder […]

“It’s outrageous!”; Evelyn Y. Davis interview on CNBC

Look up ”corporate gadfly” in the dictionary, and you’ll find Evelyn Y. Davis.
Click here to view this video gem, CNBC’s annual interview with the Queen of Annual Meetings.  A must see for all.

Take-Two deserts shareholders, adopts poison pill

Take-Two recommended that its shareholders reject Electronic Arts’ $26/share purchase, with Take-Two chairman Strauss Zelnick citing…
“With one of the strongest portfolios of intellectual property in our business, a superb creative and business team, and a revitalization plan that is beginning to deliver results, Take-Two is uniquely positioned to create stockholder value in an industry that […]

CalPERS targets 5 new companies

$240 billion pension fund giant CalPERS is shaking the ground at five companies, adding them to CalPERS’ Focus List of unperforming companies:

Cheesecake Factory
Hilb Rogal & Hobbs
Invacare
La-Z-Boy
Standard Pacific

Corporate governance complaints at these companies include staggered boards, restraints on shareholder voting, and unfriendly bylaws.
To read the startled reactions from these named companies as reported by Bloomberg, click here.

The Sulzbergers still run The Times

Perhaps one of the lesser known stories breaking from New York City this week involves The New York Times Company.
Long known as the private bastion of the controlling Sulzberger family, The Times opened the door slightly yesterday by allowing two dissident shareholder representatives to serve on its board.  To accomodate, the board will increase from 13 […]