Send us Feedback

Citigroup (C)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

C » Topics » Statement of Kenneth Steiner

This excerpt taken from the C DEF 14A filed Mar 20, 2009.
Statement of Kenneth Steiner
 
Cumulative voting won 54%-support at Aetna and greater than 51%-support at Alaska Air in 2005 and 2008. It also received greater than 53%-support at General Motors (GM) in 2006 and 2008. The Council of Institutional Investors www.cii.org recommended adoption of this proposal topic. CalPERS also recommend a yes-vote for proposals on this topic. Nonetheless our directors made sure that we could not vote on this established topic at our 2008 annual meeting. Reference: Citigroup Inc. (February 22, 2008) no action letter available through SECnet http://secnet.cch.com.
 
Cumulative voting allows a significant group of shareholders to elect a director of its choice — safeguarding minority shareholder interests and bringing independent perspectives to Board decisions. Cumulative voting also encourages management to maximize shareholder value by making it easier for a would-be acquirer to gain board representation. It is not necessarily intended that a would-be acquirer materialize, however that very possibility represents a powerful incentive for improved management of our company.
 
The merits of this Cumulative Voting proposal should also be considered in the context of the need for improvements in our company’s corporate governance and in individual director performance. For instance in 2008 the following governance and performance issues were identified:
 
•  The Corporate Library (TCL) www.thecorporatelibrary.com, an independent research firm rated our company:
“D” in Overall Board Effectiveness.
“High Governance Risk Assessment”
“Very High Concern” in executive pay.
 
•  Three directors held 4 director seats each — Over-extension concern:
Winfried Bischoff
Anne Mulcahy
Robert Ryan
 
•  Three directors had 19 to 38 years tenure each — Independence concern:
Michael Armstrong
Kenneth Derr
Franklin Thomas
 
•  Our executive pay committee was 67% composed of “Problem Directors” according to TCL. These are the reasons for the “Problem Director” designation:
Richard Parsons chaired the Citigroup executive pay committee, a committee with a track record of overpaying. Kenneth Derr due to his directorship concerning the Calpine Corporation bankruptcy.
•  Messrs. Parsons and Derr also served on our key nomination committee.
•  Our following directors were designated “Accelerated Vesting” directors by TCL. This was due to a director’s involvement with a board that accelerated stock option vesting in order to avoid recognizing the related expense:
Michael Armstrong
Alain Belda
Anne Mulcahy
Judith Rodin
Franklin Thomas
 
The above concerns show there is need for improvement. Please encourage our board to respond positively to this proposal:


 

"Statement of Kenneth Steiner" elsewhere:

American Express Company (AXP)
Bank of America (BAC)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki