governance

Andrew Hill

“Day by day Volkswagen… appears less like a public company, and more like a complex oligarchy.” That’s how The Economist began a critique of the German carmaker’s flawed corporate governance – in December 2005.

Not much has changed since, as the latest developments in Wolfsburg suggest. In spite of periodic protests about governance, Ferdinand Piëch, VW’s chairman, has reinforced his hold over the group and is expected to seek another five-year term in the chair. The latest news is that his wife, Ursula, will stand for nomination to the board. This may be, as the FT wrote on Sunday, part of “a fairly well-established tradition of spouses taking up powerful positions at German companies”, citing the board positions held by Friede Springer at Axel Springer, and Liz Mohn, at Bertelsmann. But to anybody outside this tradition of family-controlled companies, it looks distinctly odd. As Dow Jones pointed out in its account, “there are no reports…. that would suggest she has any high-profile corporate management experience“. Read more

Andrew Hill

It’s more common to cite strategic than structural differences as a reason for resignation. But Carla Smits-Nusteling – one of the most prominent women in Dutch business – is quitting KPN, the telecoms group, because, in the words of Tuesday’s statement, “she does not agree with the internal governance of the company in the new executive structure”.

Ms Smits-Nusteling, KPN’s finance director, sat on its management board (which is itself overseen by a supervisory board, in the continental European style). KPN has expanded that board from three people to 12, by bringing in all the divisional heads.

This could be about power. After all, a one-third say in decisions about a company’s operational direction is different from a one-twelfth say. Jos Versteeg, an analyst at Theodoor Gilissen, a Dutch bank, told Dow Jones:

The new management structure might compromise some of [Ms Smits-Nusteling's] executive authorities, handing over more power to the CEO, which could be the reason for her dissatisfaction.

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Andrew Hill

Old habits die hard in US corporate governance: Pfizer has just announced it will hand chief executive Ian Read the chairmanship. That re-creates the dual chair-CEO role and goes against the slow US trend towards splitting the two top board jobs.

According to Spencer Stuart, the headhunter, 41 per cent of top US companies now separate the roles (though the chairmanship is too often held by the ex-CEO), compared with 26 per cent in 2001. So, as governance expert Lucy Marcus tweeted on Tuesday, Pfizer’s decision is an “astonishing step backward“. Read more

Andrew Hill

You know a corporate scandal is serious when prime ministers and heads of state start to mention it. The fact that Japan’s premier Yoshihiko Noda took time in an FT interview on Monday to talk about the problems at Olympus is doubly significant, therefore. As our correspondents Michiyo Nakamoto and Mure Dickie point out, it’s “highly unusual for a Japanese prime minister to comment on events involving a private company”. Here’s what Mr Noda said:

What worries me is that it will be a problem if people take the events at this one Japanese company and generalise from that to say Japan is a country that [does not follow] the rules of capitalism. Japanese society is not that kind of society.

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Andrew Hill

Fifa’s “council of wisdom” is shaping up to be one of the oddest advisory boards in the history of governance. Sepp Blatter, world football supremo, has sent invitations out to former player Johan Cruyff, ex-diplomat Henry Kissinger and opera-singer Plácido Domingo.

Blatter, re-elected as president of the world governing body last week, hopes this eclectic bunch – which he also called a “committee of solutions” in a frankly odd CNN interview on Tuesday – will help clear the pall of scandal hanging over FifaRead more

Andrew Hill

For my latest column about the ideal age and tenure for a chief executive, GovernanceMetrics International pulled from its database of 4,268 companies worldwide a list of the 16 oldest sitting chief executives in the world. (They did 16 so that Warren Buffett – undoubtedly the most famous, and the youngest, of this bunch – would appear in the ranking).

In the article, I only had room to refer to Buffett and Cubic Corporation’s Walter Zable, 95-year-old doyen of the group. So here is the full ranking by age, with company name and links to official corporate biographies, where available: Read more

Andrew Hill

Much has been made of the independence or otherwise of Glencore’s non-executive directors and of the inappropriate and unhelpful remarks of its chairman, Simon Murray, about women in the boardroom (there are none in Glencore’s*).

But I wonder how strong a challenge even the most independent directors can mount to hardened executives who are steeped in the Glencore corporate culture. Read more

Andrew Hill

The financial crisis revealed that management and supervision of banks were more than just a numbers game, so it’s distressing to see the European Commission edging towards a limit on the number of directorships bank directors can hold.

I’m all in favour of close monitoring – by the board – of whether board members are taking on too much. The job of bank director is too important to entrust to individuals who are already shouldering a big burden elsewhere. But the best way to ensure directors can devote quality time to the job is for the board nominations committee to be absolutely explicit about the amount of work involved. A clue: at large financial institutions, it’s a lot. Read more