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“Do the right thing. It will gratify some people and astonish the rest.” —Mark Twain, Social Commentator
Hell Hath No Fury Like a Lobbyist Scorned
They are mad as hell and don’t want to take it anymore! Who you may ask? The American people? Ordinary working folks?
Nope. Banks, actually. Bank lobbyists to be exact.
President Obama has appointed an “ethics czar” among his many new overseers to “ethicize” (okay, we made that word up) the financial system. First policy up for discussion? Czar Norm Eisen officially banned “federally registered lobbyists from serving on agency advisory boards and commissions – private-sector advisory panels created in the 1970s to give input to the government on various issues. The regulations could decimate the ranks of lobbyists who have been serving on the panels and who the Obama administration sees as special-interest agents with an unhealthy proximity to federal policy.”
The new policy goes into effect for Board picks in 2010 and 2011 making the days of direct lobbying on government agency payrolls a thing of the past. Who knew that even existed? Apparently anyone with enough cash/clout to afford a bankrolled seat on a regulatory board. Gosh, no wonder lobbying banks and private corporations seem to get any ruling and law they like enacted.
No more, says Obama’s Czar. Now lobbyists have to get in line like anyone else. According to Washington insider rag, CQ Politics, lobbyists have responded with “absolute fury” toward efforts to limit “unfair” access to the administration. The board-booting has also limited their influence on official legislation and policies. Lobbyists are mad as hell because they have been accustomed to influencing public policy for private profit for over three decades.
While lobbyists cry over spilt influence-peddling milk, the public is sighing a loud cry of relief. President Obama is answering the direct call of voters who supported his mandate for change. This new policy signals the beginning of the end of outsized private sector lobbying power. A small step for ordinary folks and a giant step for democracy.
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Who's the Boss: Say on Pay
Should anyone have a Say on Executive Pay other than the Board of Directors? New York Times journalist, Gretchen Morgenson reports on the growing debate of whether shareholders should have the right to vote on executive compensation. The theory is that ultimately CEO's and executives work for investors and therefore should approve their compensation. Yet changing the system to a more democratic process by direct shareholder vote has not been well received by much of Corporate America.
However, there is always an exception to the rule. Robert S. Silberman,chief executive of Strayer Education, did the unthinkable. When the Institutional Shareholder Services (ISS) flagged Silberman for receiving cash payments on unexercised stock options he decided to call his top 20 shareholders personally and get their opinion. Eighteen of the twenty shareholders said they were happy with the amount of compensation Silberman was receiving; the remaining two shareholders said thought he should forgo dividend payments. Even though they were in the minority, Silberman decided to accommodate his two shareholders and got rid of dividend payments. All in all, the CEO said calling shareholders for Say on Pay "was an enjoyable exercise."
Read more: http://www.nytimes.com/2009/05/17/business/17gret.html?_r=1
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Ford CEO Pay: Responsible Business?
One month after the September 11, 2001 tragedy, Goldman Sachs quietly laid off 1000 long-term employees. In 2002, a total of 5000 Goldman workers were let go in mass layoffs called “restructuring.” At the end of the first fiscal year following the tragedy, December 2002, top Goldman management paid itself “up” with a forty percent increase in compensation. No one in the lay person world really cared too much how many overpaid Wall Street workers were laid off in the months and years following the tragedy. It was simply Wall Street cannibalizing its own. When the same tactics are used for the US auto industry, this kind of cannibalizing of assembly workers turns cold.
In 2006 the CEO of Ford Motor Company (Henry Ford’s Great-Great Grandson Bill Ford) laid out his plan to eliminate 30,000 autoworkers (25% of its workforce). In September that same year, Bill Ford hired a new CEO, Alan Mulally to replace himself. Ford Motor Co. paid Mulally a record $28,183,476 for four months of work and paid Ford himself $10, 497,292. Thus total 2006 CEO compensation exceeded $38.5 million. Ford became a member of the Board (comp unknown) and Mulally received $21,670,674 in 2007 for heading a firm that lost $3.5 billion dollars.
Now Ford Motors appears hat in hand before Congress begging for taxpayer billions. When are we as Americans going to say no to exploitation of CEO pay at our taxpayer expense? When are we in America going to see some of our corporate and Wall Street leaders show love for their country by sharing the financial burden they are inflicting on the common citizen? GoodB thinks the time to start is about now.
Dear CEOs Mulally and Ford:
When you return the millions you took as comp while losing billions in revenues, American citizens will know you are serious about wanting to help the nation that has served you well. Otherwise we humbly request you step down and let other more patriotic and fair-minded managers step into your well-heeled shoes. Perhaps there are talented CEOs out there in corporate America that could afford to work for substantially less while saving the auto industry from devastation. Personal corporate, banking, and Wall Street greed has in large part caused the current financial crisis. Our question to corporate America asking for government handouts is: When will the gluttony and cannibalization of the American economy cease? In the immortal words of beloved U.S. President John F. Kennedy, “Ask not what your country can do for you, ask what you can do for your country."
The key to 2008 and 2009 economic survival in our great nation is that top managers need to share responsibility right along with the ordinary American. That is the quickest and most ethical way we can get back on our feet.
Yours truly, The American Public.
The American people are sacrificing daily- job losses, mounting debt, and record numbers of foreclosures. Across America, ordinary citizens are struggling to make ends meet. Americans would like to see their leaders sacrificing too. What do you say boys, how about one for the Home Team? Isn’t it about time?
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Business 101 - Innovation, Adaptability & Value: The Economic Perils of Poor Management
American Automakers are a study of how to fail in business. Eight years into the new millennium, GM, Ford, and Chrysler remain Twentieth Century Dinosaurs. Why? Management has failed to keep up with the needs of a changing world.
The key ingredients for financial success in any long term business enterprise are innovation, adaptability, and value. A business develops a customer base by creating services or products of value to human beings and human lives. Since neither people nor life itself is predictable, the ability to adapt to changing circumstances is essential. Market conditions never stay the same for long. The good manager or entrepreneur anticipates the changes and adapts quickly as they occur. The essence behind adaptability is innovation. Business leaders must create new products and services as the needs of their customers evolve.
Detroit’s Big Three automakers have a history of success and failure, obsolescence and resurrection. Each giant corporation has had near death experiences and dramatic rebirths. One thing is for sure in life: all things come to an end. In nature one has to adapt to new conditions or risk extinction. The Big Three American car making dinosaurs have brought on their own extinction due to their inability to adapt to changing times.
In 1996, General Motors had the opportunity to adapt to economic factors with the popular electric car and “first mover market advantage.” Instead, three years later, the executive operating committee, current CEO Rick Wagoner among them, suspended the EV1 electric car in favor of the gas-guzzling road-hogging FolkTank – the Hummer. In 2003, two years after the success of Toyota’s hybrid Prius, GM’s stagnant managers removed the electric car completely from the road. We may never know the exact truth of what occurred behind closed doors in The Boardroom. Some believe the oil friendly execs never intended for the electric car’s success. (Documentary; Who Killed the Electric Car?) Others believe that Wagoner and crew were simply unable to vision the future only one or two years down the road. Either way, they proved themselves incompetent to run a 21st century automaker.
The circumstances are similar across management of Detroit’s Big Three. Ford and Chrysler like GM have been unable to innovate and adapt to new conditions and create products of continuing value to their customers. Oil thirsty American cars have about half the life span of their Japanese and European counterparts. America auto makers have rendered their products obsolete. Unlike his ancestor, great-grandson Ford and his CEO Mullaly are not innovators. Chrysler’s Nardelli is not an innovator. Each one has had years to prove themselves as innovative managers and each one has failed to do so. Ford Founder, Henry said: “You can't build a reputation on what you are going to do.” America need not make any more costly mistakes as we allow our lawmakers to fund more of our taxpayer money to incompetent executives.
Management is the problem in Detroit, not the economy and not the unions.
In the immortal words of Lee Iaccoca, turnaround King for Chrysler in the 1980s, “Throw the Bums Out.” Save Detroit, its workers, its national legacy, and the ordinary folk of America by restructuring the upper management and boards of the Big Three as a nonnegotiable condition of taxpayer aid to Detroit. Wagoner, Ford and crew can hang around as consultants to new management with track records of visioning the future needs of customers and community and proven ability to implement this strategy. Attach a second nonnegotiable condition to the restructuring: no pay (no compensation including salary, bonus, deferred comp, non equity comp, or any other hidden forms of compensation) for non-performance. It is our only hope to turn the Detroit tanker around.
Detroit needs an innovative visionary, one who can see beyond the rusty century old view and envision the auto of the 21st century –just like Henry Ford himself, who was able to envision a product for a market that hadn’t yet been created. America should not have to pay for foolhardy incompetence on Wall Street and in the Boardroom any longer; the time we took control of our own money and stop letting other people destroy our hard-earned prosperity.
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Chrysler Private Equity Fund: Brother Can You Spare Seven Billion? Cerberus Let's Make a Deal
Who would you rather have handling your money - a bunch of bungling over bloated managers or a hugely successful Wall Street private equity firm? Up until early this year, most of us would undoubtedly choose the PE firm. However, the separation between mismanagement and Wall Street has all but disappeared in the last nine months. The new question is: do you want a bunch of reckless risk takers who lost billions due to absurdly risky and oversized bets that threaten the national and global economies with another Great Depression to handle your money? No, I didn’t think so. Then call your senator and congressmen and women and vote an empathic – no - on a government bailout/loan to Cerberus Chrysler LLC under the current conditions.
Who is the new Chrysler these days? Chrysler is now merged with the whimpering relics of Wall Street private equity. As of August 2007, Cerberus (Greek for “multi-headed dogs who guard the gate to Hades”) who managed fairly well through the subprime debacle up until summer 2007 made another unfortunate bad bet. They decided the market was reaching a bottom and purchased 80% of Chrysler Corporation from Daimler, the German automaker, for $7.4 billion. Well folks… how do we put this? They were wrong. The market had not reached anywhere near the bottom and they were stuck with a costly and leaky ship that needed a complete overhaul. Private equity and hedge funds buy up distressed real-estate and companies, restructure these, hold them until their value goes up and then off load them to new buyers. This is how they earn their keep for high-net worth investors. Usually to take part in these fabulous high-return deals, an individual or company needs minimally ten million dollars of capital. Some funds will accept less and some will demand more. All this is wonderful for companies and their investors as it is private money and private free market business. Until now.
The purchase of Chrysler by Cerberus Capital Management was thought of as a bold move by some on the Street and reckless by others. Many economists believed it too close for comfort for a private equity firm to purchase an entity ripe for federal assistance. Government money means government oversight—not a comfortable concept to many Wall Street autocrats. Things have changed since last year’s big Chrysler deal. Cerberus may have thought it had the wherewithal and financial brilliance to right the sinking ship after none before it could. It certainly had the chutzpah. Yet hedge funds and private equity firms in 2008 have lost billions alongside their now defunct investment banking counterparts. We have no idea how much Cerberus lost this year since it is not required to reveal that information to the public. As a private company, Chrysler aka Cerberus is not even required to reveal projected compensation of top managers.
Yet Cerberus and unwanted child Chrysler claim that new CEO Robert Nardelli is being paid $1 in salary and taking no bonus. This revelation does not include the “non-equity comp,” signing bonus, stock options, deferred compensation, and “other” payouts that have earned “underpaid” executives at Ford and GM from $14,000,000 to $28,000,000 each. Refusal to come clean with comp guarantees is every private company’s right –except when they are asking for a federal loan and taxpayer rescue package.
By the way, does anyone remember Robert Nardelli? He is the former CEO of Home Depot under whose tenure the company lost 40% of its market value at the height of the home renovation boom of 2000-2006. Nardelli was hired at HD as an innovator; unlike his competitor Lowe’s, he didn’t innovate much of anything except bad employee morale and subsequently poorer customer service. Yet the worker hostile CEO walked off with $210,000,000 in comp in January 2007. Yup, the ineffective discount do-it-yourself home renovation king is the new head of Chrysler. Not only does Nardelli have no applicable experience or qualifications to run an automaker, he is a proven loser- market loser that is. The only thing he seems to excel at is firing people and getting paid up for bad performance.
Yet Cerberus, who paid 7 billion for Chrysler in better market conditions, wants Uncle Sam (you and me) to replace the 7 billion it lost in its coffers with no strings, no transparency and some of the most incompetent management out there. Are we seeing a pattern develop here? Isn’t that how we got into this mess with you and me paying the price of our economic sanity for these opaque high risk investments? Giving government money to proven losers with no transparency is throwing more good money at bad. It would be akin to an economic death wish for taxpayers. America has to break its addiction to self-interested money hustling. Just say no. To save thousands of workers from losing their livelihoods and risk more job insecurity for countrymen and women, let’s make a deal with Cerberus.
We the taxpayers will give you Cerberus Capital four billion dollars for Chrysler LLC. You sign the papers over to us and write the 3 billion off on your tax returns. That way we don’t have to carry you and you don’t have to carry us. In return, we can hire up some ambitiously talented and brilliant auto industry innovators from outside and inside the firm to manage the teetering behemoth and get it back on its feet.
Tesla anyone?
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Lose 70 Billion …Earn 40 Million: A General Motors Business Model
GM: When Bad Business Makes Good
General Motors CEO Rick Wagoner began his career at GM in 1981. In 1992, he was named Chief Financial Officer, Chief Executive Officer since 2000, later adding Chairman of the Board to his many titles. According to Companypay.com Wagoner made the ultimate sacrifice in 2005 and forewent his usual bonus of $2,860,000 and $2,460,000 for 2003 and 2004 respectively. His salary in 2003, 2004, and 2005 remained $2,200.000 for each year. In 2006 his base salary with no bonus was decreased to $1,283,333 and increased in 2007 to $1,558,333.
Yet the CEO of the nearly bankrupt GM made up for the loss in compensation in other ways. Eliminating bonus and reducing his salary Wagoner was “made whole” with stocks, stock options, “non-equity incentive plan” compensation (what is that?) and deferred compensation and pension increases (i.e. “golden parachute” funds). The result was his 2003 total comp increased from $12,835,303 to $14,415,914 in 2007. (See chart below).
2005 was a particularly bad year as GM posted a record 10 billion dollar loss and Wagoner’s all-in comp plummeted to $5,479,305. Not to worry, he was rewarded for a 38.7 billion loss in 2006 with an increase in total compensation to $10,191,153 (nearly double from 2005), and a whopping $14,415,914 in total comp for 2007, GM’s worst year yet.
Year Total Compensation (General Motors CEO Rick Wagoner) 2003 $12,835,303 2004 $10,065,855 2005 $5,479,305 2006 $10,191,153 2007 $14,415,914 GM’s Vice Chairman of Global Product Development, Robert Lutz, a 71 year old auto exec with decades of experience, serves as Wagoner’s right hand man. Together with the Board of Directors and other top managers, they scrapped plans for the popular electric car in 2002 to continue making Hummers and gas guzzling trucks.
Under Wagoner and Lutz’ watch, GM lost seventy billion dollars since 2004 as the CEO was rewarded with $40,000,000 in total comp and his deputy with over $33,000,000. So much for that old business 101 standby: pay for performance! Top executives at General Motors and all the Big Three automakers seem to have taken a page from the Freddie Mac-Fannie Mae playbook. Lose billions and get paid up with the hope that the US government will pick up the tab.
After a combined seventy-two years in the business, General Motors most seasoned top execs drove the firm into the ground long before the current financial crisis. Shareholders might reward poor performance with pay, but why on earth would American taxpayers do the same? Clearly Wagoner and Lutz have to go the way of the Hummer as do all the top brass in the Big Three before any government aid. There are plenty of people with lots of talent and hunger who could turn this old warhorse around –maybe someone with an eye to the 21st century automobile. It would be a shame for a few million jobs to be lost because of a handful of ineffective overpaid and uninspired managers.
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Wall Street CEO Compensation Comes Down to Earth Goldman Cuts Executive Salaries by $64.4 million each
Goldman Sachs stock, which traded at $234 a share in November 2007, fell to $64 per share one year later due to toxic securities holdings and worthless assets. Goldman chief executives, CEO Lloyd Blankfein and Co-Presidents Gary Cohn and John Winkelried were paid bonuses of 65 million dollars, and CFO David Viniar received $56,000,000 in Wall Street’s record profit year of 2007. Since last November, things have changed radically for Wall Street’s former wunderkinds. The exposure from subprime securitization and leverage of 30 to 1 in risky assets reveal that much of those 2007 profits have turned into devastating losses for 2008. Goldman Sachs was forced to become a regulated U.S. bank on September 22, 2008 just one week after the collapse of investment banking giant Lehman Brothers.
Goldman has received market support from taxpayers and the controversial TARP bailout under former Goldman CEO, now Treasury Secretary, Hank Paulson. Throwing Goldman a lifeline during the week following Lehman’s bankruptcy, Paulson stepped in to rescue his old firm’s largest trading partner A.I.G. from default. According to anonymous “insiders,” Goldman was exposed to the tune of $20 billion dollars in potential losses to A.I.G. through “exotic” financial instruments called “credit default swaps.” The swaps are thinly disguised non-collateralized insurance policies thought by many industry professionals to be the primary source behind the global financial crisis.
Under the terms of TARP and angry protests by tapped out taxpayers, Congress is investigating CEO compensation for 2008 for any firm receiving bailout aid from the U.S. government. That would include Goldman Sachs—the U.S. regulated commercial bank. In keeping with the times, Goldman’s top executives under the microscope of the Feds, the Street, the media and taxpayers alike, have taken the rational step of forgoing bonuses for 2008. The top five executives will still receive base salaries of $600,000 representing approximately one percent of last year’s earnings.
New York Attorney General Andrew Cuomo is also investigating the executive comp of New York based firms on the government payroll and called Goldman’s decision “appropriate and prudent.” Lucas van Praag speaking on behalf of the firm said top execs believed, “It was the right thing to do.” Given the current transparency obligations for Bank Goldman, unless they want to reenact the storming of the Bastille, it is the only thing they can do. However, as Como said, “It’s a step in the right direction.” At salaries of 56 and 65 million a pop respectively, In light of their fiscal imprudence, Goldman’s former high-risk rollers may seem dumb, but they’re not stupid.
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CARLY FIORINA'S EXIT PAY from Hewlett Packard of $42 million so enraged four large pension funds they took the unusual step of suing her to return some of her compensation, claiming her “poor” performance did not merit this payment.
The $210 million severance package of Home Depot CEO Robert Nardelli was called an “outrage” by shareholders, media, bystanders, and industry insiders alike. The fierce outcry against his “excessive” compensation in the wake of a 7.9% decline of HD share price echoed throughout the business community. The reaction spurred action from the U.S. Congress (see Law & Order), academic business community, and executive comp boards and corporate governance experts. The most vocal response was not to the amount of the outsized pay, but the irony of diminishing company value while increasing compensation. CEO pay for “non-performance” is increasingly under scrutiny. If a company loses value isn’t the CEO ultimately responsible for that? If so, why isn’t that reflected in his or her comp?
Outcry from Wall Street and activist shareholders alike is summed up by the belief that pay should be based on performance. A CEO who increases share value should be compensated for that. A CEO who loses value should be paid down accordingly. Take case in point: Financier Carl Icahn and Blockbuster Video. In 2004 and 2005, Blockbuster losses totaled close to $2 billion. Yet CEO, John Antioco received $51.6 million in compensation for 2004. Blockbuster’s largest shareholder, Icahn was propelled into action, calling Antioco’s pay for poor performance, “unconscionable.” Icahn’s pressure on the board led to Antioco’s ouster and reduced his departure compensation to less than half of what he was originally promised. Both sides left the table stating the comp compromise was “fair.”
Geoffrey Colvin of Fortune Magazine claims that American Express “gets CEO pay right” in a January 2008 article. Replacing restricted stock with options grants, Colvin point out options are worth money only if stock value rises whereas restricted stock is worth something even if the stock is flat. In order to receive bonuses, American Express CEO Ken Chenault must outperform the S&P 500 average by more than 2.5% and share price must increase by more than 15% annually. Journalist Colvin writes this compensation package insures pay will line up with performance. Colvin claims this complicated option payout is “highly defensible and even laudable.” While this effort does appear laudable, the question remains would tying pay to stock options and share price have stopped Enron execs from falsely inflating the value of their stocks? Alan Greenspan called the practice of tying executive pay to stock price “ripe for corruption.” Doesn’t this pay structure create potential for desperate measures to increase stock price?
American Express should be applauded for trying to get it “right.” Yet a new movement called “say for pay” is also gaining momentum. Blockbuster shareholders responded to the perceived inequity of pay vs. performance by passing an historic resolution for advisory votes on executive pay. Verizon, Alfac, and J.C. Penney shareholders also passed “say on pay” resolutions in the last year. Fifty more companies are currently considering advisory votes for shareholders on executive pay.
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WHAT DO UNIVERSAL HEALTH CARE and The Securities and Exchange Commission have in common? Not much, you may think. Universal Healthcare is a political issue not something for corporate oversight. Right? Well, wrong.
The SEC has issued an astonishing order to companies like Boeing, Xcel Energy, United Technologies, General Motors, and others that they must allow shareholder votes on universal healthcare proposals. Some companies understandably believe this is not an appropriate issue for shareholder participation. Yet the social change tide has turned and the SEC has determined otherwise. Religious groups and labor unions have been bringing the issue of universal healthcare into the board room in the hopes of igniting a corporate debate. General Electric has officially adopted universal healthcare as its ultimate goal. Boeing opposed shareholder initiatives for the same reason. I.B.M. has negotiated with shareholders to find a middle ground. With health care costs at an all time high in the US, and companies and employees bearing the burden of that expense, universal healthcare may be a welcome alternative. Shareholder activists believe that if companies pushed the government subsidized health care issue, corporate cost savings would be huge. Additionally labor unions support the financial relief for workers who are currently forced to pay full or partial health care costs. The shareholder proposals follow the guidelines set forth by the Institute of Medicine, a division of the National Academy of Sciences. The Institute guidelines state that universal health care coverage should be made available and “affordable to individuals and families…and affordable and sustainable for society.”
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EXXON MOBIL, long the brunt of activist criticism for its indifference to consumers and community alike, had a momentary board room shakeup in May 2008. Fifteen members of the Rockefeller family publicly challenged Exxon’s corporate structure and voiced concerns over Exxon’s meek efforts on global warming.
The corporate rebels are major shareholders of Exxon and descendants of John D Rockefeller, the founder of Standard Oil.
Neva Rockefeller Goodwin, the great-grand daughter of John D, stated, “Exxon Mobil is profiting in the short term from investments and decisions made many years ago, and by focusing on a narrow path that ignores the rapidly shifting energy landscape around the world.” Goodwin is also the co-director of the Global Development and Environment Institute at Tufts University. Peter O’Neill, a great-great grandson of Standard Oil chief said, “We expect the company to figure out how in this changing world to adjust.”
One of the main issues on the table is Exxon’s minimal drive to explore alternative energy sources. Goodwin cites her great-grandfather’s “forward-looking and entrepreneurial vision.” The old magnate was visionary enough to understand that oil was a new source of energy for late 19th and early 20th century America. Goodwin’s statement points out that the 21st century is demanding new and different sources of energy. The underlying logic behind both of the descendents statements is that Exxon Mobil will soon be left behind in the race for alternative energy.
The fifteen family members offered four resolutions for shareholder consideration. One resolution asked the aged oil company to reduce emissions, another requested Exxon put more effort into renewable energy sources, a third resolution asked the company to study how global warming affects poorer countries, and a fourth resolution demands the separation of the chairmanship and chief executive officers roles. Currently Rex Tillerson holds both titles as did his predecessor, global warming skeptic Lee Raymond. Tillerson has also been resistant to investing in alternate energy. The resolution’s purpose is to reduce the monopoly of the board and company decision making by requiring two top executives to collaborate on company policy. Many large companies separate these executive positions successfully including energy giants BP and Royal Dutch Shell.
Remarkably none of the resolutions passed. The separation of executive jobs would have allowed Exxon to broaden its vision for long term energy goals. Although shareholders like the California Public Employee’s Retirement System, the nation’s largest pension fund, publicly supported that resolution as well as global warming initiatives, when it came time to vote it did not support them. A deputy to the California Controller, John Chiang, who is also a trustee of the pension fund claimed she would like to see the board “do a better job” of managing top execs and global warming initiatives.
Overall support for all resolutions averaged around 40%. Exxon continues to pay its shareholder large dividends from record profits. California Controller and California’s Public Employee’s Retirement System might publicly support global warming initiatives. However when it comes down to actions, the mantra is still “show me the money.” The Rockefellers support of these issues seems to emanate from genuine concern over the company’s contribution to global warming and from a realistic view on long term profits. Ultimately oil will be phased out in the next decades and Exxon will not be prepared for that inevitable change unless it gets on board soon. Forty percent shareholder support for the resolutions is substantial. It seems just a matter of time before Exxon catches the alternative energy fever of more visionary competitors like BP.
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