Corporate Governance

Good corporate governance - pointing out corporate directors who should and shouldn't be elected anywhere. This is my attempt to keep track of good people for board of directors and keep track of people who should be avoided.

Saturday, April 12, 2008

 

Intercontinental Exchange .... that board leadership is scary

Frederic Salerno, one of the distinguished members of Bear Stearns's risk committee, is the head of the audit committee and the lead outside director.

Vincent Tese, also on that same distinguished Bear Stearns's risk committee, is the head of the compensation committee.

Well, that looks a little frightening.

Let's read the purpose of the Bear Stearns Finance and Risk Committee:

The purpose of the Finance and Risk Committee is to assist the Board in its oversight of the Corporation's: credit, market and operational risk management; funding, liquidity and liquidity risk management policies, balance sheet and capital management, and insurance programs and related risk issues and mitigation.

 

Bear Stearns Finance and Risk committee

Let's also remember these guys, no matter what you might say about Citigroup, they're not being bought for $2 a share (okay, $10 a share)

Finance and Risk Committee Members
Paul A. Novelly, Committee Chairman
Frank T. Nickell
Frederic V. Salerno
Vincent Tese

Other boards for this team:
Novelly - none
Nickell - BlackRock
Salerno - Akamai AKAM.OB, Popular BPOP.OB, CBS, Con Ed ED, ICE, Natural Fuel Gas NFG, Viacom VIA (holy crow! how many boards can this guy be on!!!!!)
Tese - Bowne BNE, Mack-Cali CLI, Cablevision CVC, ICE (that's a bunch too)


ICE .... they seem to have a bunch of Bear Directors.... might be time to take a closer look at their board.....

 

Citigroup director pressure

#1 - The AFL-CIO and other shareholder groups successfully lobbied Citigroup to not let C. Michael Armstrong remain as the chairman of the audit and risk committee after how badly Citigroup managed, well, it's audit and risk duties. After the notably bad job Armstrong once did as CEO of AT&T, it's clear that this guy is unsafe for shareholders. He's also a shareholder of IHS.

#2 - ISS has recommended shareholders not re-elect four independent Citigroup directors: Alain Belda (Chairman Alcoa), Kenneth Derr (former Chairman Chevron), Anne Mulcahy (Chairman Xerox), and Richard Parsons (Chairman Time Warner).

Quoting ISS as reported by CFO.com at http://www.cfo.com/article.cfm/11037187/c_11036422?f=home_todayinfinance
ISS asserts that Citigroup's compensation committee, which is chaired by Parsons and includes Belda and Derr, "has lacked strong stewardship of compensation practices," the Associated Press reported.

According to the report, ISS specifically pointed to the estimated $9.5 million pay package recently given to CFO Gary Crittenden.

ISS also singled out the exit package for former CEO Charles Prince, who was booted out in November. He received $40 million from stock awards, a bonus and other benefits, his 2007 salary of $1 million, as well as 1.61 million Citi shares he already owned, according to the report.

ISS also reportedly singled out Mulcahy because she sits on more than three corporate boards while actively serving as CEO of a corporation. She serves on the boards of The Washington Post Co., Target Corp., and Xerox.

Other boards for this team:
Alain Belda: Alcoa
Kenneth Derr: Calpine and Halliburton
Anne Mulcahy: Target and Xerox
Richard Parsons: Time Warner
C. Michael Armstrong: IHS

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