by pup55 » Mon 17 Aug 2009, 19:41:35
$this->bbcode_second_pass_quote('', 'W')hat action would that be exactly?
It is pretty funny how this corporate governance thing is working nowadays.
Ostensibly, publicly traded companies are supposed to be like mini-democracies, where the owners, that is the stockholders, each get a vote, and they get to choose the board of directors, who then chooses the CEO...The directors are supposed to be fairly objective in evaluating the performance of the CEO, setting his or her salary, and in general, keeping an eye on how the whole thing is running.
That might have been how it worked back in the mesozoic era, but nowadays, it is not that way.
For one thing, a high percentage of the stock in any of these companies, sometimes up to 80%, is controlled by institutional investors and/or insiders. What that means is that in reality, a dozen or so mutual fund managers own enough shares so that they can effectively control all of the proxy votes, and can vote in who they want....
I will give you an example: Arch Chemical is a producer of miscellaneous chemicals that go into plastics, paints, swimming pools, and a variety of other household uses. they are a fairly boring company, their market capitalization is about 600 millon, and their stock is only down 25% over the last year.
91% of the outstanding shares are held by institutions, such as mutual funds, and of those, 10 mutual funds own more than 50% of the company. So, in essence, the managers of those funds can put who they want on the board. If you want to know what one of these fund managers is like, one need only tune in to Kramer, who is no doubt typical.
These guys want to pick someone they know to run the company (can't really blame them) and needless to say, this is nothing but a good old boy network, where the CEO is handpicked, the CEO then selects his college roommate, his former yes man at his previous gig, a couple of dimwitted college professors, a former US Senator or cabinet member, and any of a number of rubber stamp people to be on the board....
The CEO frequently also sets his own salary.
The qualifications? Well, the 10 or so mutual fund managers are interested in one thing, and one thing alone, which is price appreciation of the stock, and the best way to get the stock to appreciate is to grow....or failing that, to buy back the company shares so it looks as if they are growing....
So as long as things are going fine, the economy is growing, the company is growing, and the stock price is going up, all is well. This is where all of the big CEO bonuses come in.... and where all of the lack of accountability on all of the big bailout TARP scandals has happened.... these cretin boards of directors invariably lack the courage to fire the CEO.... and it takes a shareholder revolt, or revolt of more than 5 of the mutual fund guys to get the guy out the door. This is why Nardelli was fired at Home Depot.... He expanded the company, borrowed a lot of money in the process, and it resulted in zero price appreciation....a faction of the fund managers that own HD hated the guy, and had him run out of town, albeit with a huge severance package...
So, the short answer is: if the company's stock price does not increase, eventually these fund managers will have the CEO fired (if they think it's his fault)....
There are a lot of problems with this approach, not the least of which is that the CEO tends to be some idiot financial guy, who did not come up through the business, and invariably knows nothing about how the business runs. Example: the guy that is now in charge of General Motors has no automotive experience at all.
Another problem is, as we were saying, it's all about growth..... the people involved in this system have no concept whatsoever of a chronically shrinking economy. Most of the mutual fund managers are young people who were not around during the last serious recession, they no idea how to run a business in a stinking economy..
In the specific case of Arch Chemicals, that company was put together in 1999 from spinoffs and castoffs from other companies and the boss, Campbell, has been in place since then. Newsweek has listed the board of directors, and their "relationships" most of which were connections to one or more of the companies that spun them off (Olin and Exxon) and/or people from the mutual fund companies that run the whole thing.
The conspiracy people that inhabit this forum will be delighted to see someone from Rothschild on here....
So many questions...
Is this necessarily good for the economy, the company, the environment, PO preparedness or anything else? I will leave it for you to decide, but to make a long story short, it is clear that this system of corporate governance is completely unable to adapt to a change in the basic, fundamental system because it is being run by a lot of people who do not know or care about the long-term functionality of the business.....
http://investing.businessweek.com/resea ... sp?ric=ARJIs there a better way? Well in Europe, one or more of the board of directors spots is sometimes run by the government, and/or one or more of the labor unions that are operating the place. There are strict limits on CEO pay, and it is preferred that the CEO have spent many decades within the business....