Co-ops, Shareholder Engagement, Swedish CEOs & Split Roles

Important news tidbits you may have missed.

The co-operative sector in the UK, which reached £35.6 billion,  outperformed the mainstream economy from 2008 to 2011 by over 20 per cent, growing 19.6% while the UK economy in 2011 is 1.7 per cent smaller than in 2008. Ed Mayo, Secretary GeneralCo-operatives UK said,

Our economic system is lost at sea. Steered for too long by the wrong compass, we have privileged short-term, rentier finance over long-term and sustainable wealth creation…

It might be helpful to take a page from cooperative principles, where appropriate:

  1. Open, voluntary membership.
  2. Democratic governance.
  3. Limited return on equity.
  4. Surplus belongs to members.
  5. Education of members and public in cooperative principles.
  6. Cooperation between cooperatives.
  7. Concern for community

ViewPoints: Advancing Board-Shareholder engagement is a good read from Tapestry Networks. Plenty of tips and methods to work on to improve investor relations. Here’s one highlight:

The board should have a lead role in communication with investors. One investor said, “Our philosophy is that we elect directors and directors select management; but the communication is mostly done by the CEO. I don’t think directors understand how to talk to investors.” Another investor said, “In a real sense, we have delegated [shareholder] relations to management. Why? Are we meeting fiduciary duty if we delegate owner relations to management? That’s a damning, provocative question.”

An analysis of shareholder proposals disclosed as of June 18 over the last five proxy seasons reveals that the number of shareholder proposals targeting takeover defenses is at a multi-year low. 2010 was the top year for defense-related proposals over the period but the number of these proposals has declined each year since… Settlements between companies and proponents are having an impact, although this is hard to quantify because they’re often not disclosed.

However, we do know that 44 proposals to declassify the board were settled in 2012 as reported by the Shareholder Rights Project (SRP)… investor support for the elimination of classified boards is at record levels in 2012 – 80.2% of votes on the proposal were cast in favor, and 87% of proposals that went to a vote passed. (Takeover Defenses Being Targeted in 2012, Shark Repellent, 6/20/2012)

ThomsonReuters Datastream figures show total returns from the Stockholm bourse’s blue-chip index have risen 116 percent over the past decade, eclipsing rises of just under 70 percent in the U.S. Dow Jones Industrial Average and Britain’s FTSE 100. Yet, the purchasing power of Swedish executives ranked second lowest in the Organisation of Economic Cooperation and Development (OECD) in 2009, while 2007 Eurostat data put average pay for Swedish managers and senior officials about 20 percent below their British counterparts. Average income in the pool of top Swedish corporate executives rose to 46 times the mean industry worker wage in 2010 from a low of 9 times in 1980. (Sweden, where CEOs come cheap and still deliver, Reuters, 6/19/2012) If we can get US CEO pay down, perhaps we can all meet somewhere in the middle.

Despite resistance, boards shift toward breaking up CEO, chair roles, Directorship, 6/14/2012. Spencer Stuart calculates that 20 percent of S&P 500 companies have named an independent outsider as chairman, an increase from 10 percent five years ago. However, in RHR International’s new CEO Snapshot Survey, 63 percent of chief executives polled said they would recommend combining the CEO and chairman positions for the next leader of their company. Charles Elson, chair of the University of Delaware’s John L. Weinberg Center for Corporate Governance, responds,

The opposition is short sighted. Splitting [the jobs] creates much greater accountability and prevents you from becoming the victim of your own mistakes.

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