to download a Special Report of this meeting - The Europaeum
to download a Special Report of this meeting - The Europaeum
to download a Special Report of this meeting - The Europaeum
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
Institutional Activism<br />
down. What I care about is that they go up and<br />
down – at any moment the price may be on the<br />
way down or on the way up, I don’t mind that<br />
much. I am not sure that is not the same with<br />
institutional inves<strong>to</strong>rs. After all, their incentives<br />
regarding their clients are commission and pr<strong>of</strong>its<br />
made when you buy and sell, and you can see<br />
that there is a lot <strong>of</strong> movement in s<strong>to</strong>ck markets.<br />
In my country, the Netherlands, it is still<br />
legally the duty <strong>of</strong> the advisory board <strong>to</strong> serve the<br />
interest <strong>of</strong> the company at large, and all stakeholders,<br />
and not favour one part <strong>of</strong> the group. I<br />
am a little bit puzzled that <strong>this</strong> discussion seems<br />
<strong>to</strong> be focused on the right <strong>of</strong> shareholders alone<br />
<strong>to</strong> intervene, as I’m not certain that that would be<br />
their job in the right type <strong>of</strong> solution.<br />
Guy Liu<br />
Brunel<br />
University<br />
So long as independent direc<strong>to</strong>rs<br />
are paid by the company,<br />
they are always “captured”<br />
and can never be truly<br />
independent. Has there been any thought about<br />
creating some kind <strong>of</strong> external organisation, or<br />
perhaps a kind <strong>of</strong> “governance fund” that could<br />
pay direc<strong>to</strong>rs so they could be truly independent<br />
Michael<br />
Pin<strong>to</strong>-<br />
Duschinsky<br />
Brunel<br />
University<br />
Iwould like <strong>to</strong> ask Alastair a<br />
question that is quite practical.<br />
I am a direc<strong>to</strong>r <strong>of</strong> a nongovernmental<br />
organisation in the<br />
United States and there is a question<br />
<strong>of</strong> how active we should be<br />
in seeking information. <strong>The</strong> direc<strong>to</strong>rs asked <strong>to</strong> be<br />
able <strong>to</strong> see the salaries <strong>of</strong> the employees in order<br />
<strong>to</strong> understand the budget. <strong>The</strong>re has been a<br />
change in staff and the new head <strong>of</strong> personnel<br />
said that she thought that it was quite micromanaging<br />
<strong>to</strong> ask <strong>to</strong> see <strong>this</strong> list, and it would be<br />
involving the direc<strong>to</strong>rs in micromanagement<br />
rather than in governance. I fly <strong>to</strong> Washing<strong>to</strong>n for<br />
my board <strong>meeting</strong> in eight days time… what do I<br />
do<br />
Pr<strong>of</strong>essor<br />
Dan<br />
Prentice<br />
Alastair<br />
Ross<br />
Goobey<br />
Resign!<br />
Is there a remuneration committee<br />
in <strong>this</strong> NGO, and if<br />
not, why not It has not got<br />
the proper governance structures<br />
otherwise. If you have an audit committee, you<br />
should have a remuneration committee.<br />
Michael<br />
Pin<strong>to</strong>-<br />
Duschinsky<br />
Alastair<br />
Ross<br />
Goobey<br />
<strong>The</strong>re is a human resources<br />
committee, which I’m on.<br />
<strong>The</strong>y do not want <strong>to</strong> give us<br />
the remuneration information.<br />
You have every right <strong>to</strong><br />
insist. Whether you are<br />
indeed micromanaging<br />
depends on what you do with the<br />
information. You must not go <strong>to</strong> the HR department<br />
and say, “so-and-so is only doing X,Y and Z,<br />
and you should pay her $102,000, not $103,000”<br />
that is micromanagement. But you have every<br />
right <strong>to</strong> see the structure <strong>of</strong> remuneration; it is<br />
what you are there <strong>to</strong> do. Make that point – you<br />
are not trying <strong>to</strong> say what everybody should get,<br />
but you should be allowed <strong>to</strong> have the information.<br />
<strong>The</strong>re are people on trial in the United<br />
States now that claim they never got all <strong>this</strong><br />
information. If you are in a fiduciary position,<br />
<strong>this</strong> is information you must have, and you<br />
should be in a position <strong>to</strong> insist on it.<br />
18