Financial Times (May 12)
There’s little obvious business sense to Pfizer’s proposed takeover of AstraZeneca. Strategically, there’s not much to be gained aside from effecting a change of tax domicile. “Pfizer’s dealmaking history is moreover a deeply dispiriting one…. Despite having spent some $240bn on three big acquisitions since 2000, its market capitalisation is just $185bn today. Meanwhile the Dow Jones index is more than 40 per cent higher.” AstraZeneca’s directors must proceed warily. This is about more than the potential short-term profit to existing shareholders.
Tags: Acquisitions, AstraZeneca, Dealmaking, Directors, Dow Jones, Market-cap, Pfizer, Profit, Shareholders, Short term, Strategy, Takeover, Tax domicile
The Economist (March 1)
Businesses can never fully eliminate fraud, but directors and executives must “treat it like any other unavoidable risk, and manage it professionally.” This means listening carefully to whistleblowers. “Three times as many frauds are discovered by tip-offs than by any other method…. Firms with fraud hotlines, which staff can call anonymously, suffer smaller losses from fraud, and cut by seven months the ‘exposure gap’ between the start of an illicit scheme and its discovery.”
Tags: Anonymous, Businesses, Directors, Discovery, Executives, Exposure gap, Fraud, Hotlines, Losses, Risk, Staff, Tip-offs, Whistleblowers
New York Times (July 4)New York Times (July 4)
The exact role of a director remains something subject to debate. “At Fortune 500 companies last year, the median compensation for a director was $212,512. Other boards pay less but are apparently also less demanding; in the Caymans, one person is a director of about 260 hedge funds.”The exact role of a director remains something subject to debate. “At Fortune 500 companies last year, the median compensation for a director was $212,512. Other boards pay less but are apparently also less demanding; in the Caymans, one person is a director of about 260 hedge funds.”
Tags: Compensation, Directors, Fortune 500, Hedge funds
The Guardian (November 3)
Looking at ways to strengthen corporate governance in the UK, Prime Minister David Cameron says it’s important “to make sure non-executive directors on boards are not the usual sort of rotating list of men patting each other’s backs and increasing the level of remuneration. I want to see more women in Britain’s boardrooms, which I think would have a thoroughly good influence.”
Looking at ways to strengthen corporate governance in the UK, Prime Minister David Cameron says it’s important “to make sure non-executive directors on boards are not the usual sort of rotating list of men patting each other’s backs and increasing the level of remuneration. I want to see more women in Britain’s boardrooms, which I think would have a thoroughly good influence.”
Tags: Boards, Cameron, Directors, Governance, UK
Pensions & Investments (June 13)
“Say on pay” is helping governance grow up in the U.S. In the past investors upset over executive compensation might withhold votes for each member of the compensation committee. Now that they can directly vote against the compensation packages, corporate directors are being re-elected at the highest level of approval (95.3%) in half a decade. As Anne Simpson of CalPERS stated, “We’ve seen less megaphone diplomacy…. But we’ve seen a significant increase in real conversation, real dialogue” between shareholders and companies.
Tags: CalPERs, Compensation, Directors, Governance, Say on pay, Shareholders, U.S.
Bloomberg (March 9)
Hewlett-Packard is under fire (again). This time the issue is CEO Leo Apotheker’s involvement in the nomination of five new directors. Company rules stipulate this process must be conducted by independent directors. Because they failed to uphold the nomination process, proxy adviser ISS is recommending “no” votes against 3 directors standing for re-election and against the CEO’s remuneration. “The CEO’s formal participation in the ad hoc committee established to identify potential director candidates runs contrary to the Nominating and Governance Committee’s Charter.”
Tags: Directors, Governance, HP, ISS, Nomination, Proxy adviser
