Posts tagged 'corporate governance'

“Companies should know who really owns them…”

There are 13 ‘shoulds’ in the Lough Erne Declaration which has come out of the G8 summit:

1. Tax authorities across the world should automatically share information to fight the scourge of tax evasion.

2. Countries should change rules that let companies shift their profits across borders to avoid taxes, and multinationals should report to tax authorities what tax they pay where.

3. Companies should know who really owns them and tax collectors and law enforcers should be able to obtain this information easily.

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SEC vs ISS

Remember this? (WSJ, Feb 2012)

MSCI Probes ISS Employee’s Alleged Sale of Proxy Data Read more

Jamie fatalism

This is what JPMorgan investors were treated to on the webcast, after hearing shareholders at the bank’s annual meeting vote against splitting the chairman and chief executive roles…

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Corporate liability, and Kiobel

Some light reading late on Wednesday… the United States Supreme Court’s ruling in Kiobel v Royal Dutch Petroleum.

That is Royal Dutch Shell, whom the court ultimately found for in a strong 9-0 decision (while split on the reasoning). It’s quite a case. Read more

200 years of Vikram getting paid $1

An advisory vote, but still – Pandit’s pay pack only got 45 per cent shareholder approval in Dallas. US corporate governance on a roll lately (or is that diminished expectations?).

Google Control

This is not the usual yada yada…

– Google’s chief legal officer, in a footnote to the founders’ letter sent out with Google’s latest results. The company’s jigged around its stock structure: Read more

Could it be… Ajit?

Now, it’s not as if we’ve ever done frivolous speculation here on FT Alphaville. Plus, possibly the successor mystery is overblown: everyone knows Warren Buffett’s successor will have been at Berkshire Hathaway forever, that person will be loved by the board, and the whole thing is really about BRK’s ability to operate with enormous amounts of investor trust and goodwill (to go with its insurance goodwill, haha), etc.

But… Read more

Help Tim Cook

*COOK IN ‘ACTIVE DISCUSSIONS’ ABOUT WHAT TO DO WITH APPLE CASH

Caption cash competition! Read more

News Corp protest votes target Murdochs

An unprecedented majority of News Corp’s independent shareholders voted to sweep Rupert Murdoch, his sons and other directors off the board, the FT reports. The US media group disclosed the details of the vote late on Monday evening with little explanation, three days after it survived atempestuous annual meeting. The votes pose no immediate threat to the Murdoch family’s control, given its 38.4 per cent bloc of voting shares and support from Prince Alwaleed bin Talal, the Saudi investor who controls 7 per cent. Just 20 per cent of voting shareholders not aligned with News Corp’s founding family voted for James Murdoch to be re-elected, reflecting concern about the deputy chief operating officer’s response to the UK phone hacking scandal that scuppered the group’s bid for British Sky Broadcasting. He faces a separate re-election battle as chairman of BSkyB next month. About 60 per cent of non-aligned shareholders voted against Rupert Murdoch’s re-election or abstained. An investor proposal to split his roles as chairman and chief executive was defeated.

Call for News Corp vote against Murdochs

News Corp faced intensifying pressure for corporate governance changes on Monday as the biggest investor advisory group in the US recommended shareholders vote against the re-election of 13 of the media company’s 15 directors, including Rupert Murdoch, chairman and chief executive, the FT reports. The ISS advisory group said that the phone-hacking scandal at News Corp’s London-based newspaper group had “laid bare a striking lack of stewardship and failure of independence” by the board that had led to enormous financial and reputational costs to shareholders. ISS recommended that shareholders vote against the re-election of Mr Murdoch, his sons James, the deputy chief operating officer, and Lachlan, as well as the chief operating officer Chase Carey and all but two of the remaining directors, including non-executives such as Sir Rod Eddington, former chief executive of British Airways, and José María Aznar, the former prime minister of Spain. Only Joel Klein and James Breyer, both new directors, won a recommendation of support. News Corp’s annual shareholder meeting is in Los Angeles on October 21. Glass Lewis, the US investment advisers, also recommended a vote against the three Murdochs last week, along with four other directors, but the protests are likely to be an embarrassment rather than a threat to the board’s structure, as the Murdoch family controls of 40 per cent of voting rights.

What is going on inside News Corp’s board?

Events are moving ever more rapidly in News Corp-land, even before Rupert Murdoch’s appearance before British MPs later (starting 1430 UK time).

Compare (via Bloomberg): Read more

Renewed focus on Gome statements

Prominent Hong Kong corporate activist David Webb has called on the city’s Securities and Futures Commission to investigate statements to shareholders made by one of China’s biggest retailers, Gome Electrical Appliances, that he alleges were misleading, the FT reports. The statements relate to the impact on the company of the November 2008 arrest of its billionaire founder Huang Guangyu, who was subsequently jailed for 14 years for bribery and insider trading in a corporate scandal that has riveted Hong Kong. According to Mr Webb, Gome’s chairman noted differences in statements made in 2008 and said people ‘would have been even more panicked’ if Gome had said there was a big impact on its liqudity. Problems were acknowledged in an August 2009 statement.

Activist pension funds join proxy rules fight

Large activist pension funds will campaign to shake up underperforming US companies, using new SEC rules due to be agreed on Wednesday that allow shareholders to directly nominate board directors, the FT reports. Union-backed pension funds will meet next week to decide which companies to target under the new regulations, people close to the situation said. The meeting will kick off talks aimed at creating a coalition of public pension funds, hoping to take advantage of the corporate governance changes.

HP faces lawsuit over Hurd’s fall

A Hewlett-Packard shareholder has opened a lawsuit against the company’s board following the controversial departure of its chief executive Mark Hurd, says the WSJ. The suit seeks to reclaim severance paid to Hurd and for the board to reimburse the company for any damages caused by their actions. It could be another headache for HP’s general counsel Mike Holston, who lawyers say acted rightly over advising on Hurd’s departure even as Wall Street analysts see overreaction, Reuters reports.

Better seen and not Hurd for HP

The search is on for Hewlett-Packard’s new chief executive after Mark Hurd’s exit on Friday, Reuters reports — and the choice made by the company may reveal whether Apple or Cisco will be its main rival in the next decade. While HP could seek to poach personnel from its current rival IBM, head-hunting from Cisco would stake out a claim in the server market, while an Apple hire could open up opportunities in smartphones.

Hurd’s fall shows that corporate boards will no longer sweep personal misbehaviour under the carpet, favouring the pursuit of a disciplined image, the FT says. Corporate governance experts have praised HP’s strict approach, the WSJ adds. Spare a thought then for interim CEO Cathie Lesjak as she appraises HP’s top-line growth slowdown, reports Bloomberg.

Adding value through corporate governance

From Robert Monks, founder of Lens Governance Advisers,  who is presenting at the CFA Institute 2010 Annual Conference, which begins on Sunday in Boston…

Extract: Read more

A new, old chairman for Wells Fargo

Wells Fargo’s chairman Richard Kovacevich intends to retire at the end of the year, and will be replaced by John Stumpf, current chief executive, the bank said on Tuesday.

Stumpf succeeded Kovacevich as chief executive in 2007. Read more