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1 How Shareholders are fighting greed on Wed Jun 17, 2009 11:54 am



Company Focus6/17/2009 12:01 AM ET
How shareholders are fighting greed

At annual meetings across the country, fed-up investors are taking stands against excessive CEO pay packages, princely perks and sloppy board oversight.
[Related content: stocks, economy, stock market, financial crisis, Michael Brush]
By Michael Brush
MSN Money

You've heard the stories: gilded pay deals and bonuses for fat cats from faltering companies, an endless gravy train of perks, multimillion-dollar payouts even to dead CEOs -- and lapdog boards that sign off on all this.

Well, shareholders are fed up and say they won't take it anymore.

With about half the votes in from this year's round of annual company meetings, investors have clearly signaled they want an end to the sweet deals and the sloppy oversight behind them.

To be sure, this isn't the investor equivalent of Lexington and Concord, the battles that led to the overthrow of British rule in the American Colonies. Everyday investors don't have the power to change things dramatically overnight.

But the revolt this year has opened the way for significant progress on key issues and has cost several board members their jobs. It shows we can change things.

"Shareholders are finally waking up to the fact that they have a responsibility to stand up on these issues," says Steve Abrecht, the director of benefits and capital stewardship for the Service Employees International Union, or SEIU.
The key votes
Consider these highlights from annual-meeting season, which is now winding down:

* Shareholders ousted Bank of America's (BAC, news, msgs) Ken Lewis as chairman of the board in a highly unusual binding vote that forced the bank to comply. He remains as chief executive.

* Unhappy with the performance of board members at Pulte Homes (PHM, news, msgs), shareholders voted to kick three of them out, though the rest of the homebuilder's board rejected the advisory vote.

* More shareholders voted yes on nonbinding proposals to limit executive pay, with support rates running from 48% to more than 50%, depending on the kind of proposal.

* Advisory votes against "golden coffin" payments to execs when they die got unusually strong support for first-time initiatives, with at least two passing.

* Shareholder support for proposals to increase the independence of boards advanced 10% to 30%.

If that doesn't sound like a revolution, keep in mind that what shareholders get to vote on are often baby steps. And because it's one vote per share, stock-rich insiders and a few big investors hold much of the power.

The most significant trend actually plays out behind the scenes: Dozens of shareholder-friendly proposals were withdrawn from ballots because companies raised white flags and agreed to enact them.
Why all the fuss?
Shareholder concern about CEO pay and perks is no longer only about the widening gap between the rich and poor in the U.S.

Many analysts believe that poor board oversight and excessive pay contributed to the financial meltdown that tanked the economy. Huge incentives -- such as bonuses that ran into hundreds of millions of dollars -- for short-term goals encouraged financial-sector CEOs and their underlings to take excessive risks. Meanwhile, boards stood by and watched. So the banking sector ran amok, creating problems for the rest of us.

Studies also indicate that companies where executives get excessive pay and perks underperform the market and are more likely to get credit downgrades. The theory is that when boards spoil execs with sweet pay deals, it's a sign those boards are too cozy with management. This means they're probably less focused on their true job: working for shareholders by driving managers to do things that would make the stock go up.

Shareholders, stung by losses and horrified by the disasters at so many of the companies whose shares they own, spoke up this annual-meeting season to let boards and companies know they want change. Here's a look.
Who's the boss?
By far the biggest upset of the season came when Bank of America shareholders -- unhappy with decisions by Lewis, like the purchase of Merrill Lynch and mortgage lender Countrywide Financial -- stripped the CEO of his role as chairman of the board.

The vote was unusual because it was binding. Typically, shareholder votes are advisory. Governance experts have long argued that splitting those roles makes sense, because boards are supposed to act as watchdogs over management. "They can't do that when there is an imperial CEO who is also chairman of the board," says Abrecht, of the SEIU, which sponsored the vote to remove Lewis as chair.

Overall, shareholder support for proposals asking companies to bar executives from also serving as board chairman increased to 38% from 29%, according to RiskMetrics Group (RMG, news, msgs). "That is the highest it's been since we've been keeping records," says Carol Bowie of RiskMetrics.

Office Depot (ODP, news, msgs) and Weyerhaeuser (WY, news, msgs) shareholders approved nonbinding measures by well more than 50%.
Throw 'em out
Shareholder rebellions directly challenged board members at Pulte Homes and Bank of America, though shareholders didn't get all that they wanted.

At Pulte, shareholders voted to oust three directors -- a strong statement of disapproval, since Pulte insiders control about 17% of the company's stock. The vote was nonbinding, but the three directors offered their resignations. However, the company's board rejected the resignations, reasoning that the votes were actually a statement against corporate governance at Pulte. The company promised to improve governance instead.

Four directors at Bank of America did step down after a relatively poor showing in elections. The directors resigned because of a combination of shareholder opposition and government pressure, believes Michael Garland of CtW Investment Group, which had campaigned against the directors.

Wednesday, June 17, 2009 7:12:09 AM

By all means we need a stockholder revolt. It's the money stockholders invested that get these companies going in the first place. Boards cannot be trusted on compensation as many members are part of the "good ole boy" network, many of whom are handpicked by the boss himself. The Corporate Library keeps abundant stats on how these companies are run and awards a letter grade on corporate governance. One of the key areas they look at is compensation vs performance. It is not surprising to find many brand name companies with grades in the C to D category. Hopefully, many of you stockholders take the time to read the proxies when it come times to vote for the board each year. If you don't, shame on you. I find it startling to see how much of the proxy is dedicated to justification for the globs of money given to CEO's for options, perks, incentives and annual pay. Many of the boards turn over their responsabilities to consultants and then simply rubber-stamp the results. The consultants take a look at competing companies and simply give an average figure for pay and perks to the board. The boards give scant coverage to how the company has performed over the previous year and often fail to give factual examples of how the CEO has improved the company to justify the pay increases.

As stockholders, we own these companies. Don't you think it is time to give some weight to corporate oversight?

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