US Proxy Reform, Delaware Steps Up

The US has taken another step forward to bring the US proxy process into line with the rest of the world. Late last week (20/02/2009) the Delaware State Bar Association received a number of proposed amendments from its Corporation Law Section Council members.… Read the rest

Audit oversight: SEC stalls

As the Madoff and Sanford scandals have highlighted, co-operation between regulatory authorities is a crucial protection mechanism for shareholders. The news that the SEC is pulling away from its committment to work with the EU on audit inspection is therefore especially disappointing.… Read the rest

Chrysalis Director Payoffs

Chrysalis is no stranger to director payoff issues, as reported in the Daily Telegraph last year. This year’s annual report is equally revealing.  During 2008 Michael Connole received compensation for loss of office of £410,000, while Richard Huntingford received compensation for loss of office of £984,000.Read the rest

Novartis voting shambles exposes system weakness

As Swiss pharma giant Novartis squared up to the first of the 2009 European season’s shareholder resolutions, it looks like voting irregularities downstream may be calling the results into question. Novartis are said to be ‘furious’ at the apparent foul ups caused by the overly complicated ‘chain of intermediaries’ which have left some shareholders with blocked shares, despite the express statements from Novartis that they are a non-blocking security in Switzerland.… Read the rest

Governance crisis continues at Sibir Energy

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Tower Australia: performance shares spat

The life insurance company Tower Australia Group Ltd, held its AGM on 11 February 209 and saw significant opposition from shareholders on resolution to approve the grant of 250,000 performance share rights to MD, Jim Minto.  Australian companies are required to seek approval annually for any grants proposed to be made to the executive directors.… Read the rest

An engaging incentive

As the Treasury Select Committee  (TSC)  hearings rumble on, professional investors have been under close scrutiny.  Had Alistair Darling had the foresight to tax the word ‘responsibility’, he could probably have recouped a large slice of the unprecedented sums the public purse is currently spending.… Read the rest

UK Banks: Votes below FTSE 100 average

Manifest has recently published its findings on voting at UK shareholder meetings in 2008 and this prompted suggestions that we should make a submission to UK’s Treasury Select Committee on the Banking Crisis.

The Committee is still taking evidence and we were asked to address the issue of voting at UK Bank AGMs to see what dissent, if any, could be detected.… Read the rest

Putting the ‘extra-financial’ into CEO pay

When it comes to incentive pay schemes, it’s rare to encounter a scheme that strays from the ‘tried and trusted’ EPS and TSR performance measures. Anything that seeks to focus to a significant degree on extra-financial performance measures is for all practical purposes non-existent.… Read the rest

Mega-mergers: is it too late to stop the madness?

The high-profile takeovers of ABN AMRO (by a consortium of Royal Bank of Scotland, Fortis and Banco Santander) and of Alcon by Rio Tinto have seen the acquirers scrambling to raise funding in recent months. Former RBS Chairman, Sir Tom McKillop, admitted to the Treasury Select Committee that the acquisition was “a bad mistake”, while Rio Tinto have reportedly effectively conceded that the $US38 billion deal cost at least $US7.9 billion too much.… Read the rest

Satyam to fire auditors?

The Board of Satayam is understood to be taking steps to remove the Company’s auditor, PriceWaterhouseCoopers, following the failure by the audit firm to detect the €1.5bn fraud. The Company has not however confirmed the move, although The Times of India reported that the President of the Institute of Chartered Accountants of India, Uttam Prakash Aggarwal, had confirmed that Satyam management was considering a new auditor for the Company.… Read the rest

Chief Executives pay rises by more than 30%

The chief executives of the country’s largest public companies saw their pay rise by more than a third last year, far faster than most wages across the nat-ion, according to a report.

The CEOs of Britain’s 30 richest companies – those with a market value of more than £10bn – received pay rises of 33 per cent, at the same time as increasing numbers of British people struggle to cope with the effects of the credit crunch.… Read the rest