guardian.co.uk,
Jill Treanor and Rupert Neate, Tuesday 1 May 2012
 |
| Alison Carnwath's presence on the boards of a number of firms and her length of tenure at Man has concerned investors. Photograph: Tom Stockill/ Camera Press/Camera Press |
Alison
Carnwath, a high-profile serial director with a seat in the boardrooms of a
number of major companies, has become a focus of discontent among investors
after suffering an embarrassing protest vote by investors at hedge fund Man.
Some 33% of
investors failed to support her re-election to the board of the hedge fund
group at Tuesday's annual meeting. Shareholders who attended were reported to
have criticised her lengthy tenure on the Man board and her performance at
"another place".
That
appears to be a reference to her role as chairman of the remuneration committee
at Barclays bank. At the bank's AGM last week 22.5% failed to back her
re-election to the board in protest at the £17m pay package handed to chief
executive Bob Diamond– and the £5.7m tax bill the bank agreed to pay on
Diamond's behalf..
Man held
its annual meeting at a time when investors appear increasingly prepared to
exercise their votes. They are under pressure from the government to clamp down
on executive pay and hold companies to account.
Company
directors usually expect near unanimous support at annual meetings but the
introduction of annual votes on directors seems to be encouraging shareholders
to take action against individuals.
Carnwath is
one of the highest profile non-executive directors in FTSE 100 boardrooms and
chairs the property company Land Securities. The 59-year- old, who read
economics and German at Reading University, worked as an investment banker for
more than 20 years before moving into some of the UK's biggest boardrooms.
In addition
to Barclays, Land Securites and Man Group, she also sits on the board of the
insurance group Zurich and US technology company Paccar.
She has
previously held directorships at companies as diverse as Friends Provident,
Glas Cymru and Gallaher. She also serves on the board of ISIS private equity
partners, which owns the casualwear brand Fat Face and womenswear chain
Bonmarché. Carnwath was chair of MF Global, the now-bankrupt brokerage, until
March 2010.
The
shareholder advisory body ISS had recommended to its clients – pension funds
and other investors –to vote against her election to the board on the basis
that she is no longer independent. Corporate governance guidelines say
directors can no longer be independent if they have spent more than nine years
in a boardroom. Carnwath has been at Man for 11 years.
ISS also
highlighted that Carnwath's tenure on the board was "concurrent" with
that of chief executive Peter Clarke, who has been under fire from some
investors for the under-performance of the group.
To head off
concerns about her lack of independence, Carnwath had stepped down as the
senior independent director– a key point of contact for investors – in July
2011.
However,
ISS noted that she remained a member of the remuneration committee and said it
"does not consider her to be independent; she remains a member of the
remuneration committee, which should be wholly independent".
Man
insisted Carnwath was "unquestionably" independent.
Executive
who agreed Diamond's £17.7m deal
To use Nick
Clegg's words, Alison Carnwath is the embodiment of "crony capitalism" that allows a small group of City figures to set each other's
pay and bonuses without having to worry about the real world.
Carnwath,
59, is one of two executives to serve on the remuneration committee of three
FTSE 100 companies – Barclays, Man Group and Land Securities.
The
government wants to ban executives at one company from setting pay at another.
Shareholders have also begun to act against this cosy arrangement that lifts
executive pay across the board, with a third of Man's shareholders failing to
back Carnwath's re-election to the board after a 21% protest vote at Barclays
last week. Carnwath was responsible for pushing through a £17.7m pay package
for Barclays boss Bob Diamond and £7m for Man's chief executive Peter Clarke.
Investors
have also complained that Carnwath, who has a holiday home in the Bahamas, does
not have the best attendance record.
Pirc, the
shareholder advisory body, urged investors to vote against Carnwath's reappointment
at Barclays noting that she "missed three audit committee meetings".
She earns £300,000 as chair of Land Securities, £158,000 from her role at
Barclays and a further £100,000 at Man.
Related Articles:
No comments:
Post a Comment
Note: Only a member of this blog may post a comment.