IPO Roundtripping - Public left holding the bag

The re-emergence of Dell as a Listed Company can only leave a sour taste in the mouth of anyone who supports a Market System that benefits the great majority and not just a few clever financial engineers.
For a long time Pro Governance has argued that it is much to easy to take listed companies 'private' (a misnomer in the case of 'Private Equity' backed deals as PE firms are mostly working with money from Joe Sixpack even if it is allocated by fiduciaries in the money management food chain).
Dell returns to public equity markets

China closes Christian Church - where does SRI/ESG Community stand?

A very topical issue!
And Merry Christmas to all Readers!
Be more pro-active in the New Year and let us know your views!
(19-Dec-2018)
https://lnkd.in/gfFkzvq

ESG Investing - more than just a fashion?

The targets of ESG investors are all worthwhile but do not take much courage. Why not also go after excessive executive compensation or nasty political regimes?
(17-Dec-2018)
ESG groupthink has captured the fund industry

Blackrock suggests improvements to Proxy process

Very thoughtful, but the question remains: how to give the real end-investor the opportunity to influence proxy voting. Should investors - hoders of mutual funds, pension fund beneficiaries etc - be allowed to choose between different proxy advisors (a bit like supporting a political party)? Let us know your opinion on this!
Blackrock comment to SEC
 (11-Dec-2018)

Ghosn's deferred Pay - an isolated case?

The latest instalment from the Executive Pay Series highlights another aspect of over-complicated pay structures. One has to wonder if this was an isolated case. A simple compensation system as favoured by Pro-Governance would help to prevent similar problems.
(27-Nov-2018)
Possible Ghosn Defense: He Didn’t Think He Needed to Report Deferred Pay
(Wall St Journal, PayWall)
 

Pay Revolts - But key question is unresolved

All very well to threaten further investor 'revolts' on executive pay. But apart from the fact that the 'investors' are really only fiduciaries the main question remains unresolved: When is pay 'excessive'? (24- Nov-2018)
Investors tell companies: curb excessive pay or expect more revolts 

Exec Pay ultimately a question of Morality

Where is the limit for Executive Pay?10, 20 or 50 percent of incremental profit, why not? There is NO limit and the 'market' is not functioning - too many distortions.
(21-Nov-2018)
Carlos Ghosn Felt Stars Deserved Big Pay. His Accusers Say He Took That Too Far

Not only Business has a Compensation Problem

Acting attorney general Whitaker earned more than $900,000 at conservative nonprofit

Incentives for the few - Reshuffling deckchairs on the Titanic

Lots of words, but the key aspect of 'Executive' compensation is not addressed: the discriminatory use of ineffective Incentive plans. (12-Nov-2018)
Emerging Practice in Long-Term Plans

Proxy Advisors under the Microscope

The post strongly suggests that the concerns expressed by public companies and industry groups about proxy advisors should not be dismissed. (12-Nov-2018)
Are Proxy Advisors Really a Problem?

Activist Investors - Psycho Terrorists?

Every investor should take an active interest in the companies they hold a stake in. New ideas and suggestions should be addressed to management and all co-investors in an open fashion. Discreet talks between favoured investors and management are close to insider dealing and should be restricted, even prohibited. If fund managers that enjoy numerous legal and tax privileges want to get involved in management of the companies they invest in they should re-register as ordinary companies.
Thyssen-Krupp Chair: Activists close to Psycho Terrorists

Dell: Taking Companies private much too easy

Looks like the author admires Michael Dell. But let's face the hard facts - public equity markets give poor protection to the great unwashed public. Taking companies private is much too easy. And the ultimate insult is when the company makes a round trip and goes public again. A company is an undertaking that should be permanent and only in the most extreme cases it should be allowed to be delisted, taken private (including by Merger, Private Equity). Limit voting for any investor to 1% of outstanding shares, and make any taking private subject to the consent of at least 95% of outstanding shares. No wonder the Rich get richer with this system and gullible institutions just think one share one vote is in their - and the wider public's - interest. Public companies should be protected - they are a public good and allow dispersion of wealth in a true 'shareholder democracy'.
(6-July-2018)
Michael Dell’s rare relish in proving his critics right (FT, Pay Wall)

Shareholder Democracy? For the pampered Few!

Markets are frothy, nothing new with that. And that the Bank of England just got the green light to pump another £ 750 billion (!!) of confetti money into the banking system will not help to cool things down. This money will surely reach the pockets of the 1% - an ill-thought out scheme, like the pathetic help (the building companies sell shoddy and overpriced houses) to buy scheme.
But the new issue for Eggfree Cake Box caught my eye. A valuation of more than £ 40 million, and the founders pocket £17 million - and probably pay way less than the 40% working stiffs have to give up on the proceeds of hard work. All thanks to people who play with other people's money - look up the list of institutional shareholders. Only caveat: the last financial statement I could find (March 2017) shows revenues of £8.6 million. And this is not a tech unicorn! One also has to wonder how many people really want to eat cakes without eggs.
The lesson: the way capitalism incentivises 'wealth creation' it might well work for the lucky few but it only aggravates the tensions that are constantly building and one day may tear it apart.
(22-June-2018)
Cake Box Holdings admitted to AIM

'Ghost Revenue' to boost bonuses - what next?

How greedy top Executives can be is illustrated by the latest ruse that is exposed in this article. Are our fiduciaries in the Asset Management - and their hired hands, the Proxy Advisers - up to the task of reigning in excessive pay? Do they even care? And how to make them face up to their responsibility? (15-May-2018)
Companies are using ghost-revenue to calculate executive bonuses (Marketwatch)

With Chairs like these there is no hope for reform of Exec Pay

Yes, it must be VERY hard! Poor lady, having to chair three (!!) remuneration committees and still not have any understanding of the underlying cause of excessive 'executive' compensation is nothing to be proud of. Who are these 'executives' that deserve such special treatment? The new aristocracy as they certainly expect favoured treatment that is different from the lower classes, the workers to you and me. Time and again Pro
Gov argues that there is no rational reason to pay top management well to do a job and then heap extra 'rewards' on them if they do the job they are supposed to do. If you have an incentive plan give every employee a proportional stake, no ifs and buts. Anything else is just cheap PR or evading the real problem. (7 May 2018)

Reforming executive pay is harder than it should be (FT Pay wall)

Who shall police executive Pay?

The problem is that the 'Shareholders' the headline refers to are only fiduciaries for the REAL shareholders. They latter are systematically disenfranchised, by political decision, regulation and the self-interested activities of the intermediaries - to save cost, have a simpler life. So the first step - before demanding legislation - would be to empower the real investors, take power away from fund managers and proxy advisers. Anyone with a serious interest to improve governance should contact us. (9 May 2018)

Are Shareholders the right people to police executive pay? (FT, Paywall)

Apple, - time for SRI Investors to step up

Is SRI Investing only a slogan to put into marketing brochures? Or should investors take a closer look at questionable practices at firms they hold a stake in? If they are pledging allegiance to long-term investing it is the latter. Vanguard, State Street, Fidelity, show your true colours!
(3-May-2018)
Apple faces complaints - BBC

Why bonus limit is slap in the face of ordinary workers

Promising that the bonus for the few (aka ''Executives') will in the future be limited to 200% of salary is a slap in the face of ordinary workers. This compensation Apartheid is not justified by any business rationale and can only continue with the tacit support of the major fiduciaries that manage our money, be the banks, insurance companies or fund managers. Time for the regulators or politics to intervene?
(25-March-2018)
Another Cop-out by Persimmon (Paywall)

Singapore Exchange - interests of shareholders neglected?

What do the ETF giants, index providers, proxy advisors and governance big-whigs have to say about this? Nothing will be the answer again. And if they are neglected, will they have the balls to call for a boycott?
https://www.bloomberg.com//news/articles/2018-03-12/in-pursuit-of-tech-ipos-singapore-bourse-is-said-to-ease-rules

Noble Paid Its Co-CEO $20 Million as Losses Hit $5 Billion

Institutional Investors again caught napping. The only way to stop excessive 'compensation' (for turning up in the morning?) is mandatory limits on executive pay. Shareholders must expressively approve any pay award each year, and they must consult their ultimate investors about their pay.
policies.
(5-March-2018)

Noble Group pays Co-CEO $20 Million (Bloomberg)

2017: A wasted Year in Corporate Governance

When stories such as these feature prominently in the very first days of the New Year one can only despair about the ineffectiveness of the Corporate Governance Crowd - be it in the Media, Academia, Politics or the Investment Community.
The CEO of Intel clears out most of his share holdings when supposedly he should already be aware of a security flaw in his flagship product.
Some (and I guess a large percentage) of British CEO's earn more in three days than the average worker.
Call it lack of moral fibre, lack of shame, failure of Capitalism or whatever, I go for the collective abrogation of responsibility by our fiduciaries in the Investment Industry, including useless free-riders in the so-called 'consulting world'.
Will 2018 be any better? I would not bet on it - but in the UK at least the wolf is at the door. Apres nous le deluge? seems to be the motto for many.