Posts Tagged 'Boardrooms'

The Boardroom Strikes Back

by Steven Davidoff Solomon for The New York Times

This year’s proxy season is turning out to be more hostile than ever, as companies fight back against hedge fund activists.

Companies typically have their annual meetings in the late spring, like the blooming of tulips, and they attract hordes of shareholder activists looking for profits. The activists will often try to elect directors, making proxy season not a reminder of the warming spring but a clarion call for the barbarians at the gate.

Last year, the activists won a series of stunning victories at Darden Restaurants, Sotheby’s and the real estate investment trust now known as Equity Commonwealth, among others. In each case, the companies refused to bow to the activist agenda, preferring instead to try to prevent the activists from electing directors. Each company lost after spending millions of dollars, wasting both money and their boards’ reputations.

The losses actually came as no surprise. In 2014, activists had a 73 percent success rate in electing directors, according to FactSet’s corporate governance database, SharkRepellent. Given the odds, many, including me, predicted that this year’s proxy season would be all about settling as companies sought to avoid these types of bloody losses. This would be the year that shareholder activists dominated completely as companies ran for cover.

We were wrong. Read more here.

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Germany Sets Gender Quota in Boardrooms

by Alison Smale and Claire Cain Miller for The New York Times

Germany on Friday became the latest and most significant country so far to commit to improving the representation of women on corporate boards, passing a law that requires some of Europe’s biggest companies to give 30 percent of supervisory seats to women beginning next year.

Fewer than 20 percent of the seats on corporate boards in Germany are held by women, while some of the biggest multinational companies in the world are based here, including Volkswagen, BMW and Daimler — the maker of Mercedes-Benz vehicles — as well as Siemens, Deutsche Bank, BASF, Bayer and Merck.

Supporters said the measure has the potential to substantially alter the landscape of corporate governance here and to have repercussions far beyond Germany’s borders.

In passing the law, Germany joined a trend in Europe to accomplish what has not happened organically, or through general pressure: to legislate a much greater role for women in boardrooms. Read more here.

Funds Learn to Say No as Boardrooms Challenged: Corporate India

by Santanu Chakraborty and Bhuma Shrivastava for Bloomberg

Money managers in India’s $1.7 trillion stock market are no longer giving rubber-stamp approval to the nation’s corporate boards.

Local mutual funds voted to reject 6.6 percent of the proposals presented to shareholders in the nine months ended December, up more than fourfold from the year to March 2013, India’s securities regulator said in an e-mailed response to questions from Bloomberg News. Their participation rate in shareholder votes jumped to 83 percent from 49 percent, spurred by new disclosure rules that require fund managers to provide a rationale for their decisions to investors.

The more assertive stance from minority shareholders prompted United Spirits Ltd. to modify plans to loan money to companies run by its former chairman and led Maruti Suzuki India Ltd. to put on hold a proposal to transfer a new factory to its parent. While India still lacks the type of activist investing personified by U.S. billionaire Carl Icahn, funds’ growing willingness to challenge management may help improve governance in a nation ranked 94th out of 144 countries for the efficacy of its corporate boards by the World Economic Forum. Read more here.

Women still face a steep climb to the top table

by Ruth Sunderland for the Guardian, August 23, 2009.

Women still face a steep climb to the top table.

Research commissioned by the Observer has revealed that UK boardrooms are still overwhelmingly male-dominated, despite the fact that more than nine out of 10 companies claim to have an equal opportunities policy in place.

Women occupy only 242 out of 2,742 seats on the boards of FTSE 350 companies, according to a study by The Co-operative Asset Management as part of our Good Companies Guide series of reports into ethical and socially responsible practice in corporate Britain.

More than 130 companies out of those surveyed had an all-male board and the vast majority of female directorships are non-executive. Women hold only 34 executive board seats out of a possible 970.

As a result of this work, Co-operative intends in future to consider gender and diversity when it is assessing companies from an ethical, social and governance perspective.

John Reizenstein, managing director of Co-operative Asset Management, said: “It’s a commonplace that women and minorities ought to be better represented in boards and other top positions. But does it make good business sense? Our report shows that leading UK plcs believe an inclusive, progressive approach brings real benefits, but also shows that too many companies still appear to pay the issue lip service. We think organisations which foster diversity at the top have an advantage over those which don’t.”…(continue reading)

How Women Have Changed Norway’s Boardrooms

by Kate Sweetman for the Harvard Business Review, July 27, 2009

It takes an open mind to incorporate the lessons that Norway can teach the rest of the world about the value of women on corporate boards. Two years ago, most publicly-traded Norwegian boards themselves had to be forced by law to accept women in any sort of real numbers. Traditional feminists (if there is such a term!) who believe that men and women are not only equal but the same may be tempted to reject the positive differences between men and women that the Norwegian board members say they experience. And men in charge of corporations everywhere who have genuinely tried to on-board women and either 1) not found them, or 2) found them lacking will have to re-examine how well they actually tackled that task…

To read the complete article please click here.


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