Corporate Governance

Crédit Agricole board needs to assert its authority

15 Jul 2008

Crédit Agricole s head has threatened to resign if not given a free hand. But Pauget is partly responsible for the French mutual bank s forays into exotic finance. He should stay to clean up the mess. And the board should take more control of the bank s strategy.

Wachovia plumps for Treasury’s crisis point man

10 Jul 2008

Given its challenges, including $220bn of dodgy mortgages, the bank needed a heavyweight. Former Goldman partner Robert Steel was Paulson s consigliere in the Bear Stearns bailout. He has no retail experience, but his ties to Washington may have been the clincher for Wachovia.

RBS’s McKillop should go

10 Jul 2008

The Scottish bank needs a new chairman to restore credibility after its bruising rights issue. Philip Hampton, the Sainsbury boss, would do the trick. He is financially literate and wouldn t easily be bullied by Fred Goodwin, the RBS CEO whose job is also on the line.

SEC should look to UK’s rules for equity swaps

9 Jul 2008

US regulators are thinking of changing disclosure rules for nonvoting stakes held through derivatives. It s about time these instruments can be used to amass positions on the sly and to sway management. The UK shows how it should be done.

UBS expunges more of Ospel’s legacy

1 Jul 2008

The Swiss bank is dismantling the cloistered office structure its former chairman used to keep a tight grip. The welcome governance overhaul includes parting ways with four directors from the old regime. But yet another expected quarterly loss shows the past still haunts UBS.

Norilsk Nickel could benefit from oligarch stand-off

1 Jul 2008

Vladimir Potanin and Oleg Deripaska, who are fighting for control of the world s largest nickel producer, have placed their candidates on the company s board. But Norilsk s two independent directors will determine its future provided one of them becomes chairman.

Wrong man looks set to exit Fortis

1 Jul 2008

The CEO is said to be on his way out. He deserves to share in the blame for the BelgoDutch group s woes, but Maurice Lippens, the chairman, was behind the valuedestructive ABN Amro deal. After 28 years on the board of Fortis and its predecessor firms, he should go first.

CSX deserves its new directors

26 Jun 2008

The US railway group is stalling over the results, but it looks like at least two of the five candidates put up by activist funds TCI and 3G have been voted in. CSX is no basket case, but its attempts to stave off the funds revealed an entrenched board that needed a shakeup.

Founders need to know when to go

20 Jun 2008

Everyone has to go eventually. Monoliths like Microsoft afford their founders the stability for leisurely handovers. Smaller, fragile companies lack this luxury. Yahoo s implosion shows what can happen when a transition is mishandled.

Holier-than-thou CSX misses the point

19 Jun 2008

The US railway company is trying to fend off directors nominated by two activist hedge funds. RiskMetrics is now backing four of the dissidents five nominees. By slinging mud at the proxy adviser s analysis and judgment, CSX is again avoiding the real governance issue.

Icahn’s dissident slate deserves chance at Yahoo

12 Jun 2008

The internet company's board needs a shakeup. Yet a clean sweep by the dissidents would trigger a poison pill pay plan. Electing four of Icahn's choices would avoid this, yet pressure management. It might also be the best way to fetch a good price from Microsoft.

New corporate gusto for DIY buyouts looks risky

12 Jun 2008

Quite a few companies have piled on LBOlike amounts of debt since the credit crunch started, including Mars, United Rentals, Time Warner Cable and, soon, InBev. That s great for banks, but too much leverage may weigh down even strong borrowers.

Lehman needs to consider life after Fuld

11 Jun 2008

On Wall Street that is almost heretical. Fuld has led the firm to great success since its 1994 spinoff from Amex. But confidence in its ability to remain a viable, independent concern is shrinking. Thursday's executive shuffle highlighted the apparent lack of a succession plan.

TPG’s Alltel deals highlight loan market opacity

6 Jun 2008

The buyout firm bought some Alltel loans just before it was approached about selling the cell phone company. As part of Verizon's $27bn purchase, TPG may be making a profit on the loans. TPG seems to have had checks in place. But it s a reminder of the conflict potential.

Welcome to Russia’s real world, Mr Hayward

6 Jun 2008

Faced with a possible eviction from its Russian joint venture with TNK, the BP boss has finally noticed something is wrong and wants Russia to abide by the ruleoflaw. After cozying up to the Kremlin for years, it s a bit late to cry. Other investors in Russia, take note.

Credit rating reform deal falls short

4 Jun 2008

The New York attorney general and three big raters are near an agreement to change the way the firms are compensated to evaluate complex deals. But it s a half measure that doesn t eliminate their financial incentive to provide rosy ratings.

Healthy US bank needs to split top roles

2 Jun 2008

Wachovia, Washington Mutual and Citigroup now all have separate chairmen and chief executives. That s good, but it makes the split look like a sign of trouble rather than everyday good governance. The board and boss of a big bank that s in decent shape need to set an example.

Thompson’s ouster no panacea for Wachovia shareholders

2 Jun 2008

Its board finally ejected the architect of the disastrous Golden West acquisition. But shareholders should remain wary. Wachovia kept Thompson around long enough to raise its latest slug of capital. But a new boss may decide it needs more further diluting investors.

Bud’s alternative to a takeover? An activist

30 May 2008

The king of beers faces a potential $46bn unsolicited bid from Inbev. But the Belgian brewer would add little value beyond slashing costs. Bud can do that itself. If it won t, some Peltzstyle activism may be in order.

Search for market manipulators in Bear’s downfall is quixotic

28 May 2008

US market watchdogs are scouring Bear's trading records in search of evidence that market manipulators were behind the firm s downfall. But there were plenty of legitimate reasons to pull cash and credit lines, and to short the stock. Proving nefarious intent will be difficult.