In the interest of full disclosure, I'm probably safe in assuming that I'm in no danger of joining Mensa.
For one thing, I could never conquer those abstract puzzles where you have to mentally fold one end over another and flip it around to ultimately come up with a shape that most closely resembles a stealth bomber. For another, my father used to joke at family gatherings that I attended college for just three terms - Nixon's, Ford's and Carter's.
But I digress. While I may never be accorded the privilege of keeping company with the intelligentsia, I'm smart enough to reasonably ascertain the management capabilities of a company by poring over its financials.
I usually get skittish when I see a company crowing in terms such as "pro-forma" and "record revenues," because that invariably translates into parentheses around the net income figures. And, as a shareholder of one of the premier companies of the Dow Jones Industrial Average, I've gotten the requisite proxy statements to vote for board members.
Because of my job, I tend to follow the business world more closely than others, so I pride myself on being fairly informed about the company's C-level management and board. But what about instances of management and board members who, rather than collect a paycheck, could easily be cited for loitering?
Other than the occasional revolt, where some irate stakeholder who controls a significant bloc of the company proposes his own board candidates, smaller stakeholders who are repulsed by a company's performance and ultimately, the lavish pay packages of top executives, are usually forced to withold their votes, or sell their stock.
Witness the maelstrom at Disney, where ongoing pressure over stagnant results forced chief executive Michael Eisner to announce that he was stepping down in 2006. And I won't even go into the $140 million compensation package offered to former president Michael Ovitz, whose contribution to the company could be measured with the sound of one hand clapping. Remember, this is the same self-important colossus who gave us the film career of Steven Seagal.
But recent events have given cause for optimism that shareholder frustration may change.
Securities and Exchange Chairman William Donaldson told a recent gathering of editors in Washington that his office wants to move ahead with a plan that would, in essence, allow angry and dissatisfied stakeholders to propose their own board candidates. Basically, the chairman was quoted as saying that he generally supported a plan that would be triggered when more than 50 percent of the shareholders withhold their board votes.
Obviously, there are a lot of details to be worked out, and, as Donaldson himself admitted, it may be difficult to push through in an election year. But it's refreshing to see the regulator revisit this issue for the first time in roughly 30 years.
As expected, the SEC will face intense pressure from various special interest groups and lobbying factions, much the same way it did five years ago, when it first proposed the auditor independence rules. As an example, the Business Roundtable, an association comprised of chief executives at many of the nation's top companies, has threatened litigation if the SEC enacts a shareholder plan.
Along the same lines, the commission is also mulling an update to its current rules on the amount of required disclosure on executive pay packages. Although it was left unsaid, reform advocates could use Ovitz as the poster child for its passage.
Even I'm smart enough to see that.
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