Proxy Season Insider 18/03/2013: HPQ, EAD, & TLSN

Hewlett-Packard (HPQ) | NYSE | Meeting Date: 3/20/2013
While CEO Meg Whitman and the board have made significant strides over the past year to set the Company on the right track and attempt to reclaim its status as one of the preeminent American technology firms, the mishaps of the past several years have continued to weigh on the Company’s progress. The Company’s dismal stock performance during a period of massive restructurings coupled with revelations of an $8.8 billion impairment charge on the ill-fated 2011 acquisition of Autonomy plc further call into question the oversight of the Company’s longer-serving directors, all of whom maintain leadership positions on the Company’s key committees. Due to the Autonomy deal, shareholders should also question whether auditor rotation is needed.

EADS N.V. (EAD) | NYSE Euronext Paris | Meeting Date: 3/27/2013
At the upcoming EGM for EADS, shareholders are being asked to consider accepting infringements on their rights in exchange for a politically brokered deal that may finally put an end to ongoing bickering between European governments over security concerns and political influence. The German, French and Spanish governments have agreed to reduce their equity stakes in EADS and simplify the holding structures to make their ownership interests more transparent. Additionally, a new clearly defined shareholder pact will lessen direct influence over board-level decisions and potentially help avoid no-win situations like the recent botched takeover of BAE Systems. Of course, the members of the pact expect something in return. It appears that the respective governments are only willing to accept a solution that cements their influence over the company more explicitly, particularly through new supermajority voting requirements that add up to veto power over key decisions as well as a prohibition on any shareholder acquiring more than 15% of issued shares.

Teliasonera (TLSN) | NASDAQ OMX Stockholm | Meeting Date: 4/3/2013
Teliasonera has been a sore spot for the Swedish government, its largest shareholder, for quite some time. With unending legal battles, allegations of improper business practices and poor returns, Sweden has been seeking a way out of this troubled investment without potentially endangering one of the country’s largest businesses. Now, a smooth exit is unlikely after recent revelations of alleged money laundering and corrupt business practices in Uzbekistan. This time, the Company’s CEO faced the axe after the allegations were brought to light. Following the results of an independent investigation that noted poor internal controls, shareholders will have the opportunity to decide whether the auditor deserves the second chance that wasn’t afforded the CEO. With an almost entirely new board proposed and tainted CEO out of the way, the Swedish government looks like it is making good on its promise to clean up Teliasonera’s management and ethics, perhaps paving the way for a brighter future and a partial state divestment.

Laurentian Bank of Canada (LB) | 3/19/2013
Swedbank AB (SWED) | 3/20/2013
Starbucks Corp. (SBUX) | 3/20/2013
Viacom, Inc. (VIA) | 3/21/2013

3/14 UBS chief executive paid $9 million after revamp
UBS drew fire on Thursday as it announced it paid CEO Sergio Ermotti almost $9 million in 2012 and welcomed a new investment bank chief with a $26 million package, just as the Swiss bank is in the process of firing 10,000 staff.