All Change At The Top Of Europe’s Banks

Half of Europe’s biggest banks have changed their chief executive or chairman in the past 12 months, leaving question marks over their leadership experience just as the first signs emerge of an economic recovery.

Ten of Europe’s 20 largest banks by market capitalization or scale of investment banking operations have appointed new heads during the period, according to research by Financial News.… Read the rest

No voting policies? that will be $350,000 says SEC

The Securities and Exchange Commission has charged INTECH Investment Management LLC, a Florida based investment advisor with violating its proxy rules after it was found that it failed to describe its voting policies and procedures  as well as failing to manage and disclose a major conflict of interest.… Read the rest

South African Code to Recommend Say on Pay

The Institute of Directors in South Africa has published drafts of the King III Report and King III Code on Corporate Governance.

Shareholders are being offered a chance for a say on pay but it won’t be mandatory. The draft code states that shareholders “should approve the company’s remuneration policy”, while noting that the Board is responsible for determining executive remuneration.… Read the rest

Say on Pay comes to Ireland

Manifest’s request for global shareholders to have a “Say on Pay” at Irish companies has its first success; DCC Group plc has confirmed that they will be allowing a shareholder vote on the directors remuneration report at this summer’s AGM. It is understood that this will be proposed as a management-sponsored resolution which is greatly welcomed and we hope will encourage other companies to do likewise.… Read the rest

ASIC case against Fortescue Metals for misleading & deceptive conduct

Closing submissions have been made in the case taken by the Australian Securities and Investment Commission (‘ASIC’) against Fortescue Metals Group for misleading and deceptive conduct.

The case centres on a series of announcements FMG made to the market between 23 August 2004 and 9 November 2004 concerning certain framework agreements with three major state owned Chinese companies.… Read the rest

Manifest Requisitions Say on Pay Resolutions

Manifest this week requisitioned a say on pay shareholder resolution at the Bank of Ireland and four more leading Irish listed companies: DCC; Elan; C&C Group; and Independent News & Media.

As the course of this year’s European proxy season has progressed, we have noted a marked lack of progress in Irish corporate governance arrangements.… Read the rest

Xstrata rebuke – here’s why

Today’s FT leads with the news of Xtrata’s pay policy rebuff from shareholders as another example of shareholders flexing their muscules over pay for failure.

Despite a 35% fall in EPS in the past year, the Xstrata board proposed increases in exec pay including a 4.8% rise for CEO Mick Davis who, according to the FT earned $2.3 last year.… Read the rest

Agencies take a greater role

The agencies that advise fund managers on how to vote are an increasingly important feature of the protests and rebellions that shareholders stage, writes Kate Burgess.

…Manifest is another whose standing has risen in tandem with the focus on corporate governance and the pressure on institutional investors and pension funds to use their voting power…..Read the rest

Who’s taking responsibility for corporate governance?

Everybody? Somebody?  Nobody? Anybody?

There has been much head-scratching in recent months as the institutional investment community gets to grips with the various responsibilities for oversight that clearly did not fit together to prevent the financial crisis.

One recent provocative contribution to this debate comes from Professional Pensions, which this month published a survey: “Should pension funds do more to improve corporate governance in the companies they invest in?” .… Read the rest

Two resolutions withdrawn ahead of AMP AGM

The notice of the AGM of AMP Ltd, the Australian life assurance company, has been amended and re-issued in light of recent board changes.

Meredith Hellicar resigned from the Board following the court judgement in the James Hardie case. Hellicar was one of seven James Hardie non-executive directors who Justice Ian Gzell found to have breached their directors’ duties at a February 2001 board meeting.… Read the rest

Shell set to clash with investors

It is only a few weeks since BP clashed with its shareholders about pay for its top executives at its annual meeting. Now Royal Dutch Shell appears to be heading in the same direction….

….  it will be the second year the Shell board has clashed with shareholders over pay.… Read the rest

Lewis loses BoA chair

Almost 14 years since European markets firmly embraced the concept of separating the role of Chair/CEO,  most US issuers are still contemplating what it means for them. That could be set to change following the success of trade union SEIU’s proposal to reform the Bank of America board.… Read the rest