Oz Minerals AGM promises fireworks

The advisory vote on the remuneration report at AGM of OZ Minerals on 11 June is expected to see a very significant protest vote following the AU$10m severance payment received by former Oxiana CEO, Owen Hegarty, during the year. The payment was made despite a majority of proxies lodged being voted against a resolution to approve the payment at an EGM in July 2008.… Read the rest

DealBreaker: Shareholder Revenge

From the self-styled “Wall Street Tabloid” DealBreaker

….in the face of mounting losses and some very poor risk management very few corporate heads have actually been tossed by shareholders. Government, of course, has been more “effective” in this regard. Still, of the vanishingly small pool of shareholder executed CEO defenestrations CEO pay has played a major part in, again, a small fraction of cases.… Read the rest

Sunday Telegraph: Anger as top bosses pay keeps rising

FTSE 100 bosses are paying themselves “footballers’ salaries” out of proportion with the rest of the market according to a report from pay consultants MM&K and governance group Manifest.

The increase in total pay for chief executives and senior directors of the UK’s largest companies is “on a curve to infinity” as management fight to catch up with their better paid peers from the US.… Read the rest

The Economist: Muck, Brass and Spleen

An oil giant’s shareholders flex their muscles

MOST firms’ annual general meetings (AGMs) owe more to North Korea than ancient Greece. By long-standing tradition, bosses make platitudinous speeches, listen to lone dissidents with the air of psychiatric nurses towards patients and wait for their own proposals to be rubber-stamped by the proxy votes of obedient institutional investors.… Read the rest

Lloyds Directors – Duty of Care?

Did the Lloyds board act with sufficient care on the HBOS deal? Manifest takes a look at the legal aspects of directors’ duties in the context of one of this century’s most politically charged takeovers.

The 2006 Companies Act for the first time codified a number of long established common law principles relating to the duties of directors and their responsibilities for the decisions they take.… Read the rest

In the News: Ryanair rapped over votes

The Irish Independent and the Daily Telegraph have picked up Manifest’s story about the Ryanair shareholder resolutions at Aer Lingus’ upcoming AGM.

“The Manifest Proxy Voting agency, a company that monitors corporate governance here and in the UK, has alleged that Ryanair is the only company not to reveal on its website how shareholders voted on resolutions debated at last year’s AGM. … Read the rest

Remuneration report shortcomings at Mears, Lloyds

Mears Group,  which moved its listing from AIM to the Official List in June 2008, has fallen significantly short of the requirements of the UK Companies Act in the drafting of its remuneration report for the 2008 financial year.

As a main market company, Mears is now obliged to meet the requirements of Schedule 7A of the Companies Act 1985, as inserted by the Director Remuneration Report Regulations.… Read the rest

Audit choice concerns UK regulator

The dominance of the Big 4 audit firms continues to be a cause for concern according to a report by the UK’s reporting and governance watchdog, the Financial Reporting Council. The FRC has published the third of its Progress Reports outlining the progress of the 15 recommendations made by the Market Participants Group (MPG) in October 2007 which were designed to increase choice in the audit market.… Read the rest

UK Fund Managers Increase Engagement

Shareholder engagement is on the up according to the UK’s Investment Management Association which has just published its fifth annual Engagement Survey.  The report brings together a review of IMA members general approach to voting disclosure between July 2007 and July 2008 as well as taking a look at seven contentious issue case studies.… Read the rest

Ryanair seeks pay cuts at Aer Lingus

Ryanair is asking the Aer Lingus to cut the salaries of its Chairman, Colm Barrington and the non-executive directors due to the airline’s ‘stated need to significantly reduce costs’. Ryanair, a 29.8% shareholder in Aer Lingus, has requisitioned two resolutions at the Aer Lingus’ 5 June AGM.… Read the rest

SEC Votes to Extend Shareholder Rights

Owners of USA Inc today (May 20)  got the news they’ve been waiting for – the SEC has voted to propose new rules which will enable them to nominate their own board candidates. The proposal was passed in a narrow 3-2 vote reflecting party alliegances; both the Republican commissioners voted against the proposal on the basis that the proposals violate states law.… Read the rest

Monster Inc settles with SEC for options backdating scheme

The Securities and Exchange Commission has settled with online job search portal, Monster Worldwide, Inc. for its multi-year scheme to secretly backdate stock options granted to thousands of Monster officers, directors and employees. Without admitting liability, Monster has agreed to pay a $2.5 million penalty to settle the SEC’s charges that the company defrauded investors by granting backdated, undisclosed “in-the-money” stock options while failing to record required non-cash charges for option-related compensation expenses.… Read the rest