Winds of change from activist shareholders

Greenlight Capital president David Einhorn sued Apple in his battle to get the firm to share more of its cash pile with its investors.

SINGAPORE - Turning up at companies' annual general meetings (AGMs) as a humble minority shareholder to try to effect radical change would seem to be as futile as Don Quixote tilting at windmills.

This is especially so in Singapore where many listed firms are run by the original owners and their families even after they list on the Singapore Exchange. These owners retain significant stakes in the companies.

But activist investors have been flexing their muscles to improve corporate governance in the United States, and these winds of change will surely have a big impact on other markets as well.

There is also the likelihood of bigger crowds turning up at AGMs, after the Companies Act is amended to allow Central Provident Fund investors to attend shareholders' meetings, ask questions and vote on resolutions. Currently, they can attend only as observers.

It would therefore be instructive to examine the changes that have been sought elsewhere - and the merits of such reforms.

One thorny issue which occupies investors involves the financial rewards given to top management, major shareholders and the staff related to them.

It is a gripe which regularly crops up here as well. For example, some shareholders kicked up a ruckus at Hong Fok's AGM last year over the property developer's failure to pay out a dividend, despite what they perceived to be the handsome compensation given to four top executives.

But in the US, non-binding votes are regularly taken on executive compensation - and this has led to some interesting consequences. For instance, Citigroup's Mr Vikram Pandit left the bank as chief executive last year, only months after disgruntled shareholders flagged their unhappiness over the global lender's then flagging share price by voting to reject his pay package.

Some European countries have gone even further on the executive pay front, given the unhappiness stirred up over high unemployment rates by the weak economic growth and successive financial crises.

Switzerland, for instance, voted to give shareholders the power to reject senior executives' pay packages, mirroring similar moves made by Britain and the Netherlands.

What the Swiss want to do is to give shareholders an annual binding vote on the aggregate compensation paid to the board and top executives, a say on sign-on bonuses, other forms of advance payments and severance packages to directors. And to make sure the new rules have teeth, it even wants infringements to be punishable by up to three years' imprisonment and fines of up to six times the perpetrator's annual compensation.

A related issue is some shareholders' unhappiness over the inclination of some companies to sit on their cash mountain, rather than hand part of it out to them.

In tech giant Apple's case, activist hedge fund manager David Einhorn even sued the firm in his battle to get it to return more of its US$137 billion (S$170 billion) cash pile to shareholders.

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