Fujitsu: succession planning the Japanese way

Nozoe Kuniaki, ousted CEO of Tokyo Stock Exchange’s 40th largest company, Fujitsu, this week issued a Court petition in an attempt to clear his name following unfounded accusations of links to organised crime.

At a news conference this week, Nozoe threatened to sue two Fujitsu executives over his departure, which he claims was linked to his attempts to sell Internet service subsidiary Nifty Corp.… Read the rest

ING reneges on anti-takeover structure

Citing the pressures of the “financial crisis” the ING Trust Office has stepped back from its committment to review its role in voting the un-voted shares at Dutch BOFI, ING Group.

Foreign shareholders will be dismayed to see that despite having met the 35% voting threshold at the last 3 AGMs, the Trust appears determined not to dismantle ING’s anti-takeover vehicle.… Read the rest

Nordic governments use say on pay powers

The Swedish government has stepped in to halt incentive-based pay plan for executives at mobile phone operator TeliaSonera. At Wednesday’s AGM in Stockholm, the government used its 37 per cent stake to force through changes to the company’s pay structure which aims to see directors paid a basic salary only.… Read the rest

Proof of ownership problems hit activism

Not for the first time, proof of share ownership is being used to stymie shareholder engagement and activism. This time it’s France where Franco-American Financier and Activist Guy Wyser-Pratte is attempting to bring about changes at Lagardère SCA.

With echoes of Apache v Chevedden, following a series of wrangles about two shareholder proposals, the protaganists met in Commercial Court in Paris on Wednesday to resolve their differences.… Read the rest

And another good reason for a proxy system overhaul

Over at CorpGov.net Jim McRitchie is doing his bit to raise some vital issues about the quality of the US proxy system.

This time, Jim is airing doubts about the quality of informatiion presented to shareholders on 3rd party voting platforms, more specifically Broadridge, the monopoly US platform.… Read the rest

Invisible democracy hits Italian board slates

Investment bank Mediobanca is said to have reached a unanimous agreement on the Assicurazioni Generali board list which will include a new chairman for Europe’s third biggest insurer.

Generali is, as the FT puts it “arguably Italy’s most important financial institution” and Mediobanca “did not even bother to announce formally its nominees for the top positions and board of Generali.… Read the rest

The award for the worst voting deadline of the year so far…

goes to Australian-listed Qbe Insurance Group Ltd at 32 days. But before company secretary Duncan Ramsay throws himself onto his letter opener, it’s not his fault. Yes we are back to the wretched “chain of intermediaries” again. As one of our senior developers muttered into his coffee this morning: “This just seems a ridiculous situation in the 2nd decade of the 21st century.… Read the rest

US investors get to grips with managing “Say on Pay”

As shareholders grapple with how to vote on an increasing number of management say on pay (MSOP) proposals at US companies – and companies face increasing pressure to adopt the practice – various players in the industry are providing suggestions on how best to handle from both perspectives.… Read the rest

Daimler and the value of internal audit

The $185 million in civil and criminal payments agreed in a U.S. courtroom last week by the German car maker Daimler have been widely reported. What has been less well covered is the role of the internal audit team that could have prevented the wreck in the first place.… Read the rest

What can the Maori meaning of governance teach us?

As Western economies tie themselves in knots trying to protect financial markets from future harm and arguing about what role governance plays in that process, commentators have been struggling to define governance and who should be responsible for it. We found this very apposite quote from New Zealand’s Business Day blog “Stirring the Pot” which was discussing a Massey University governance conference.… Read the rest

Combined Code consultation responses now available

The Financial Reporting Council (FRC) has published the responses to its recent consultation on the UK’s corporate governance code. A total of 117 responses have been made available, of which 37 are from quoted companies directly and 14 from investors directly.… Read the rest

Spain to keep voting caps – for now

Moves in the Spanish parliament to abolish the 10% voting caps at certain Spanish companies have ground to a halt ahead of Friday’s Iberdrola AGM.

Spain introduced limitations to voting rights in 1951, directly copying a similar German law, with a view to protecting minority shareholders from dominant shareholders.… Read the rest