July 15, 2005

Ann Yerger on CII’s Majority Vote Policy

I have received a fair number of member questions on “what are companies doing to respond to the letter from the Council of Institutional Investors relating to the majority vote movement?”

So yesterday I conducted this podcast with Ann Yerger, Executive Director of CII, who addressed:

– What is CII’s policy on majority voting for directors?
– What is CII’s approach to implementing that policy right now?
– Regarding the 1500 majority vote letters that CII sent to the largest companies, what type of response is CII looking for?
– How many responses has CII received so far? What do they say?
– What will CII do if it doesn’t get the response from a company that it was hoping for?

It’s Nice Work If You Can Get the Money When You Leave

This Wednesday WSJ “Long & Short” column was “spot on” regarding Morgan Stanley paying $32 million in severance to someone who served as co-President for a very short period of time, a golden parachute equal to 2x annual salary.

This excerpt from the column says it all: “Mr. Crawford was put into his job, by Mr. Purcell, 3½ months ago after years in essentially administrative jobs. For this he deserves a golden parachute of $32 million in cash compensation? The board guaranteed him $16 million a year for two years — but said he could just walk away with the whole shebang if he left by Aug. 3. Decisions, decisions.”

It’s just confusing to me how these contracts get drawn up. If you ran your own business, would you contract with an employee in a way that would encourage her/him to leave a few months later and take away tens of millions? I suppose you might if you were dealing with Monopoly money, er, shareholders’ money.

Just Announced! Learn how to implement responsible practices from the thought leaders at the’s “2nd Annual Compensation Conference,” as we have just announced the agenda for this blockbuster program. Even more than last year, there will be a heavy concentration on providing practical guidance about what you need to do now.

President Bush on Verge of Nominating Two Democrats as SEC Commissioners

A number of recent news reports, including this article, state that President Bush is near accepting the Senate Democratic leadership’s preferred candidates to fill the party’s two seats on the Commission: current Market Reg Director Annette Nazareth and current Commissioner Roel Campos, whose term expired last month.

The Senate Democrats desire these two candidates be nominated at the same time that Chris Cox is confirmed as SEC Chair. Since Congress’ summer recess commences in a few weeks, it’s possible this might not happen until the fall.