When it comes to corporate governance, board members and shareholder activists do not often agree. But there is at least one opportunity for common ground: better communication.
Our Blog: The Podium
By Maureen Wolff, President and Partner
When The Men’s Wearhouse dismissed George Zimmer, the company’s high-profile pitchman and executive chairman, this summer, observers were left wondering what had caused the split. The company announced it had parted ways with Zimmer, who founded The Men’s Wearhouse in 1973, on June 19, five hours before its annual stockholders meeting was scheduled to take place. It provided an extensive explanation from the board of directors via press release – six days later. In the interim, and for several days thereafter, fans of Zimmer and his iconic commercial appearances took to social media with cries of “foul.” Zimmer himself commented on his ouster through a number of media channels.
Zimmer’s split must have been particularly damaging from a communications and branding perspective. After all, it is difficult to even think of the men’s retailer without hearing Zimmer and his classic phrase, “You’re gonna like the way you look. I guarantee it.” But the travails of communicating succession aren’t limited to high-profile executives. In the past several weeks, we have seen changes or controversy at the top of a number of public companies, including J.C. Penney, Microsoft, Office Depot, Royal KPN and Vivendi.
Finding the next CEO or chairman is one issue. Communicating to investors that the board of directors has a sound plan for succession is quite another entirely. This means the challenge is two-fold: overcoming the stigma associated with internal succession discussions while a CEO – especially a successful one or a company founder – is still in place; and crafting a message that will ultimately calm investor fears about uncertainty caused by a pending transition.
By Dennis Walsh, Senior Consultant & Director of Social Media
Last week, I attended the NIRI Annual Conference. It was very educational and an incredible opportunity to meet and exchange ideas with many of the approximately 1,300 investor relations professionals from more than 20 countries that attended the event in Seattle.
NIRI organized more than 45 informative panel sessions and workshops that were led by some of IR’s top influencers. While I wanted to attend each one, unfortunately I am not omnipresent. For those that I did attend, I left with several key takeaways that can benefit any IR program and wanted to share those with you here at The Podium.
Investor Presentation, IR Program Planning, Board Packages, Shareholder Surveillance, Disclosure, Targeting, Board Communications, Annual Meeting, Corporate Governance, Shareholder Activism, SEC, Proxy Season, Board of Directors, Proxy Access, NIRI, Disclosure Policy, IRO, CFO, Social Media, Investor Relations, Activist Investors
With proxy season on the horizon, a new SEC rule will be requiring companies to justify the structure of the board’s leadership. That could have some companies thinking about whether the roles of chairman and CEO should be separated – an issue that’s been hotly contested for years.
Proponents of taking an axe to the two positions contend that combining them puts too much power in the hands of one person and creates an inherent conflict of interest. Their preference is to seat an outside director as chairman to ensure the board stays truly independent from management. The CEO can then focus on running the business while the chairman is tasked with protecting the interests of shareholders, including evaluating management’s performance.