|
Printer-friendly page from Finfacts Ireland Business News - Click for the News Main Page - A service of the Finfacts Ireland Business and Finance Portal
|
|
|
Wednesday Newspaper Review - Irish Business News and International Stories
By Finfacts Team
May 24, 2006, 08:03
The Irish Independent reports that European shares rebounded strongly from recent woes yesterday.
Many posted their biggest one-day gains since March 2003, with mining companies jumping to end a prolonged drop as commodity prices steadied.
Indexes had lost all of their gains for the year in the past two weeks on fears of rising global interest rates, but yesterday's recovery left stocks about 8pc below the near-five-year highs of May 11.
After close of business, the FTSEurofirst 300 index of leading shares closed 2.4pc higher at 1,302.02 points.
It had tumbled nearly 3pc on Monday to hit a five-month low and dip into negative territory for the year.
The index, which added around €160bn to its value, is now just back in the black for 2006, having received support from a rise on Wall Street in late trade. Most emerging market indexes also rose after heavy selling.
Across Europe, Germany's DAX gained 2.4pc, Britain's FTSE-100 added 2.6pc and France's CAC rose 2.5pc.
In Dublin, the ISEQ Overall Index rose over 2pc, or 149 points, to 7,511, with financial stocks most in demand.
Mining shares jumped as commodity prices rebounded after their recent sell-off from multi-year and record peaks, which had punished high-flying basic resources stocks and contributed to the global equity correction.
Commodities fuelled the rebound.
Gold, copper and oil prices rose and nickel touched a new record high as investors returned after last week's sell-off.
Gold rose by 2.4pc to a session high of $671.20 an ounce, buoyed by strong oil prices. By late afternoon, copper had touched $8,515 a tonne.
It was up 12pc since Monday, and nickel hit a new record high of $22,250 a tonne, up 6.6pc against Monday's close.
US crude oil futures traded above $71.30 in an extension of Monday's rebound from six-week lows.
Anglo American and Rio Tinto gained 9 and 7.5pc, while Antofagasta and Xstrata soared 10pc.
The Irish Independent also reports that every Norwegian man, woman and child now has the equivalent of €40,000 in the country's national investment fund, financed by its massive earnings from North Sea oil.
The fund grew 6.1pc in the first three months of the year to total €190bn - about the same as Ireland's annual gross national product (GNP).
Norway is the world's third-biggest oil exporter and western Europe's largest gas exporter. In 1996, it set up the fund to invest in foreign stocks and bonds to save for when the oil runs out and to suck excess cash out of the economy to avoid inflationary pressures.
The fund is similar to Ireland's National Pensions Reserve Fund, but more than ten times the size. "We have now put behind us several quarters with a positive return," executive director Knut Kjaer said after announcing a 2.2pc return in the first quarter.
With a population of just 4.6 million, the government could write a €40,000 cheque to each of them if it wanted to divvy up the fund. Instead, Norwegians continue to pay some of the highest taxes in the world, in the belief that this is the best way to ensure economic stability.
The Bank of Norway has compared the country's oil riches to the Spanish conquistadores hauling back captured gold from the Americas. They released the gold onto the market, inflation rocketed and the economy was ruined.
To a lesser extent, the Netherlands suffered the same problem after it discovered offshore gas - the so-called "Dutch disease". So the Norwegians decided most of their "black gold" should be saved, not spent.
Under parliamentary guidelines, the government is supposed to spend only 4pc of the fund yearly - the assumed real annual rate of return - although it has actually spent more every year since the rule was introduced in 2001.
The Irish Times reports that a renewed attempt to achieve a national pay deal is to be made this weekend after the parties failed to make progress in talks at Government Buildings last night.
The negotiations appeared to be in difficulty after the Government suggested the current gap between employers and unions was too wide to bridge.
The parties were unwilling to allow the talks to collapse, however, and a fresh attempt to forge a deal is to be made on Sunday. The talks were adjourned at 10.30pm.
Negotiations at Government Buildings had been due to begin from about 7pm, in the hope a deal on pay increases for 600,000 union members might be achieved by today.
However, senior Government official Dermot McCarthy, who is chairing the talks, separately told both sides that in his assessment the gap was too wide for him to attempt to broker an agreement. His comments followed an equally downbeat evaluation by Taoiseach Bertie Ahern, who told the Dáil he was "pessimistic" about the prospects of a deal.
The parties had spent the past few days attempting to finalise agreement on measures to underpin employment standards and prevent exploitation of workers.
With a number of key issues still to be resolved, it was expected the employment standards issue would temporarily be put aside to allow talks on pay to begin. After speaking to both sides, however, Mr McCarthy delivered his assessment that a pay deal at present appeared to be out of reach.
It is understood the employers' body, Ibec, was holding out for a three-year deal involving pay increases in "low single figures".
It is also resolutely opposed to union demands for a local bargaining clause that would allow workers to pursue "top-up" increases from highly-profitable employers. Unions favour a shorter deal due to uncertainty over inflation, and annual increases well in excess of the most recent inflation figure of 3.8 per cent. There were indications last night that, if a deal can be agreed, it is likely to be of a two-year duration. A special "flat rate" increase for the low-paid was also being insisted upon as a "must" by the union side.
Uncertainty over whether a deal could be done at all, however, was putting the prospect of an overall social partnership agreement in doubt.
A source at the talks said there was no point in trying to complete the employment standards agenda if there was not going to be agreement on pay.
Today had been a target date for completion of a pay deal given that the State's biggest public sector union, Impact, begins its biennial conference in Killarney, Co Kerry, tonight. Impact general secretary Peter McLoone is a key figure at the talks, in his role as the current president of the Irish Congress of Trade Unions.
Mr Ahern told the Dáil he believed the parties could agree measures to "provide the necessary strong protection for employment standards while ensuring Ireland continues to offer an excellent environment for business and job creation".
"However, I have been advised that there is a considerable difference between the sides on the parameters of a pay agreement, as well as on some significant non-pay items. It is far from clear that an agreement can be reached."
He said while he would "greatly regret" any failure to reach a deal, he had "always believed that no agreement is better than one which is wrong in terms of the sustainability of jobs and living standards".
In response to questions from the Labour Party leader Pat Rabbitte, Mr Ahern said it was true he was putting forward a pessimistic view of the prospects for agreement. "I do not see two sides engaged to find a resolution right now."
As reported in The Irish Times yesterday, the employment issues still to be finalised include measures needed to ensure all companies involved in public sector contracts are in full compliance with labour laws.
Measures to stamp out the use of bogus sub-contractors, who are in reality employees, for the purpose of avoiding tax and other liabilities, have also to be agreed.
The Irish Times also reports that Eircom's Employee Share Ownership Trust (Esot) will end up with a 35 per cent stake in the privatised company once the transaction announced yesterday is complete.
The Esot is a co-offeror along with Babcock & Brown and will invest €307.6 million in the equity of the vehicle being used for the bid, BCM Ireland Holdings Ltd (BCMIH).
The money will come from the proceeds of the sale of its 21.4 per cent stake in Eircom to BCMIH. In total the Esot will get €654.4 million for the shares and preference shares it currently holds in Eircom. It will get another €12 million in respect of dividend payments on its Eircom shares.
Some €298.7 million of the proceeds will be in the form of preference shares in BCMIH, which can be converted into cash, while the balance will be in cash. After re-investing €307.6 million in BCMIH, the Esot will have net cash from the transaction of €60 million.
Under the terms of the Esot, which was established 1999, it must disburse its assets to members by 2014. Its 14,500 members are past and present employees of the company, of which around 6,200 still work at the company. The Esot's participation in the takeover has to be approved by a ballot of members.
Under the Esot legislation only €12,650 per member per year can distributed tax-free and the Esot said yesterday that it was "targeting the distribution of assets" by 2014. Sources close to the Esot said yesterday that the deal gave it sufficient cash and preference shares to enable it make the maximum tax-free payout to beneficiaries for the next three years.
After that date the Esot will need to find a mechanism to realise the value of its 35 per cent in Eircom. The initial offer document published yesterday does not outline an exit mechanism for the Esot. However, Esot sources said there was agreement with Babcock & Brown that the Esot would be able to convert its unquoted Eircom shares into Babcock & Brown shares, which are quoted on the Australian stock market.
The source said it was more likely that there would be a "liquidity event" such as a trade sale or initial public offering of the business. The source said this did not necessarily conflict with Babcock & Brown's assertion that it is a long-term investor.
The sources said the Esot did not oppose the mooted splitting of the company into its retail and infrastructure businesses, although Babcock & Brown indicated yesterday that this was off the table for the immediate future.
According to the document released yesterday, the general manager of the Esot Con Scanlon will remain as deputy chairman of the company. "The Esot will have a significantly enhanced ability to influence the business following the transaction," according to the document.
"BCMIH recognises that the Esot's management team and its beneficiaries...will be providing valuable consideration over and above the cash invested by the Esot," it said.
The Irish Examiner reports that up to 50% of the dollar’s value could be wiped out the OECD warned yesterday in its world economic outlook.
Overall, sentiment is moving sharply against the dollar and a leading Dublin economist said yesterday the euro could hit $1.36 by the year end.
The euro was up at $1.28.45 in late trading yesterday and has continued to maintain the gains of recent weeks against the greenback.
In its statement the OECD, which represents the top 30 economies in the world, said the continuing US deficit left the dollar vulnerable to a serious correction over time.
The OECD said, in its world economic outlook, that the depreciation faced by the dollar could be “of the order of one-third to one-half”.
The adjustment in the US deficit would “need to induce a sharp slowdown in US domestic demand, and that this would have adverse spill-over effects on other economies — both through the trade and asset revaluation channels,” it said.
Niall Dunne, economist with Ulster Bank Markets said that with both the Yen and China’s Yuan deliberately undervalued against the dollar, the euro was the currency most likely to gain because Japan and China have maintained a soft currency policy to the dollar for several years.
With that situation unlikely to change, Mr Dunne said the euro would become the obvious target for disgruntled holders of the dollar in the months ahead”.
While it may take some pressure of ECB interest rate hikes Mr Dunne said the bank has never allowed its policy to be dictated by outside forces and the expected rate hikes can be expected even if the stronger euro results in lowering the cost of oil imports.
While that would help ease inflation pressures that impact would not be felt until later, he said.
However the next hike in rates will be just 0.25% in June and not the 0.5% some hawks have been advocating, he said.
Meanwhile the price of oil went back up $70 per barrel yesterday, as fears of further hurricane devastation gripped the markets.
The tension between supply and demand and political uncertainty are also stoking concerns, and analysts expect prices to stay close to or above the $70 mark.
Stock markets, meanwhile, took a breather yesterday from the massive sell offs that have seen billions wiped from share values.
The ISEQ was up by over 2% in Dublin but is still off 6% from the highs hit in late March.
In London the FTSE gained 2.64% and the key S&P in New York rose 0.65% in the first few hours of trading.
The Financial Times reports that the economic prospects of the world’s leading economies remain strong, the Organisation for Economic Co-operation and Development said on Tuesday, giving reassurance in spite of the turmoil on financial markets.
The optimistic assessment from the Paris-based organisation came as equity and commodity markets rebounded, reversing some of the losses of recent days.
Jean-Philippe Cotis, the OECD’s chief economist, said much of the turmoil was a welcome reappearance of more normal pricing for risks. The economic consequences would be limited, he said. “We have just had a paradise period when all financial markets looked great. That is gone but it doesn’t mean that you have moved straight from heaven to hell,” he told the Financial Times.
In its twice-yearly Economic Outlook, published on Tuesday, the OECD forecast economic growth of 3.1 per cent this year for the organisation’s 30 member countries, and 2.9 per cent in 2007.
Investors on Tuesday took a similarly positive view, with the leading European markets rising by more than 2 per cent. Commodities also rebounded, aided by the OECD’s assessment that rises in oil and commodity prices were driven largely by strong demand and limited supply.
By mid-morning in New York, copper prices had surged 12.7 per cent higher to $8,525 a tonne, while the July contract for West Texas intermediate crude oil was up $1.49 at $71.45 a barrel.
The OECD attributed strong growth in the OECD area to buoyant trade spurred by Asia. It said Japan’s economy had “fully recovered” but warned that deflation was waning only gradually.
The organisation substantially upgraded its growth forecast for Japan to 2.8 per cent this year from 2 per cent and also raised its projection for next year by 2 percentage points to 2.2 per cent.
It also said it expected China’s robust expansion to continue, forecasting economic growth of 9.7 per cent this year and 9.5 per cent in 2007. “Demand is being sustained by further increases in exports and investment, underpinned by strong corporate profitability,” said the report.
However, the OECD also urged China to play a greater part in helping global economic imbalances to unwind gently. It said last July’s revaluation of the currency involved only a “very modest further appreciation against the dollar in the second half of the year” and urged the authorities to allow more exchange rate flexibility.
Across the OECD, Mr Cotis said the budgetary position of countries was either “not improving or potentially deteriorating” while the weaknesses in public finances limited scope for countries to mitigate any downturn their economies might face.
The FT also reports that investors in some international equity markets were handed a partial reprieve as a clutch of markets rebounded from the sharp falls of recent days.
On Tuesday, European markets made a strong recovery, while India’s Sensex - rose 3.25 per cent after Monday’s 4.2 per cent slump. Hong Kong’s Hang Seng index was 0.4 per cent higher at 15,865.
However, the upswing was not universal. Stocks fell in the Philippines, Australia, China, New Zealand, South Korea and Taiwan. Wall Street turned sharply lower in the last hour on Tuesday erasing gains made earlier in the day. At the close, the S&P 500 was down 0.4 per cent at 1,256.58, while the Nasdaq Composite was down 0.7 per cent at 2,158.76.
On Wednesday, Tokyo’s Nikkei 225 rose 2 per cent to close at 15,907.2 on bargain hunting among blue chips but the Hang Seng was down 1.19 per cent at 15676.04 by the afternoon. Analysts warned sentiment was likely to remain fragile in the coming days.
The big question confronting investors trying to make sense of these swings is whether they are “fundamental” or “technical” in nature. Do they, in other words, reflect a genuine change in the underlying global economic outlook or are they just driven by short-term trading pressures that will soon disappear?
Unsurprisingly, governments insisted on Tuesday that technical factors were primarily to blame. Many analysts agree. “This is a flight to sanity,” declared Ben Garber, analyst at Moody’s in New York.
In a frantic search for yield, hedge funds and other asset managers have been gobbling up emerging market assets. This has boosted stock markets across the world and tempted local investors in countries as diverse as Indonesia, India and Brazil to join the rush.
But this buying became so extreme that by the start of this month many hedge funds feared the market was nearing its peak.
When higher US inflation data provided the excuse to sell there was a stampede, with pressure for some local investors to sell as well. Chris Rice, head of European equities at Cazenove, said: “The majority of activity in the markets has come from long-short funds. Hedge funds are leading the way by selling futures to bring down their net exposures.”
The Jakarta Stock Exchange’s main composite index appeared to stabilise on Tuesday, after losing more than 10 per cent of its value in the three days before Monday’s close. Laksono Widodo, head of research for Macquarie Equities in Jakarta, fears it will take time to settle down, given that a steep fall in the rupiah has accompanied the retreat by foreign funds.
Worse still, the sudden withdrawal of foreign emerging markets funds has meant many short-term Indonesian investors face margin calls as a result of falling prices – a factor that could intensify selling pressures in coming days.
“The case for Indonesia always involves waiting for the rupiah to stabilise first,” Mr Widodo said on Tuesday night.
Similarly, in India, as international investors bailed out, the sharp fall in equity prices left local investors facing margin calls. Some observers expect volatility to persist at least until Thursday, when the current batch of futures contacts expires on domestic derivative markets.
However, Tuesday’s rally showed “the scourge” of margin pressures that had forced brokers to liquidate their positions on a mass scale was now easing, said Rajesh Jain, at Pranav Securities in Mumbai.
“Experts have been suggesting a technical correction of the market was unavoidable,” P.Chidambaram, finance minister, told parliament. “[However] the fall got exacerbated on Monday presumably on the inability of some traders, who were highly leveraged, to meet margin calls within time.”
Turkey’s markets closed higher a day after posting their biggest one-day loss in three years. Stocks rose 2.4 per cent, yields on benchmark bonds were higher, and the lira was relatively flat.
Turkey has been vulnerable to the emerging markets sell-off because asset prices had been driven so high in the past two years.
Analysts warn that political and economic factors could continue to weigh on the Istanbul markets.
The Russian equity market, among the worst hit in past days, recovered by some 10 per cent. Christopher Weafer, chief strategist for Alfa Bank, said the sell-off of equities was triggered by concerns over rising US interest rates rather than by anything specific to Russia itself.
The New York Times reports that every October, some 50 former Home Depot managers, calling themselves the Former Orange-Blooded Executives, after the home-improvement chain's trademark bright orange color, gather in Atlanta to reminisce, chat about new jobs and pass around pictures of their children.
The discussion inevitably turns to the changes at Home Depot under its chief executive, Robert L. Nardelli. A growing source of resentment among some is Mr. Nardelli's pay package. The Home Depot board has awarded him $245 million in his five years there. Yet during that time, the company's stock has slid 12 percent while shares of its archrival, Lowe's, have climbed 173 percent.
Why would a company award a chief executive that much money at a time when the company's shareholders are arguably faring far less well? Some of the former Home Depot managers think they know the reason, and compensation experts and shareholder advocates agree: the clubbiness of the six-member committee of the company's board that recommends Mr. Nardelli's pay.
Two of those members have ties to Mr. Nardelli's former employer, General Electric. One used Mr. Nardelli's lawyer in negotiating his own salary. And three either sat on other boards with Home Depot's influential lead director, Kenneth G. Langone, or were former executives at companies with significant business relationships with Mr. Langone.
In addition, five of the six members of the compensation committee are active or former chief executives, including one whose compensation dwarfs Mr. Nardelli's. Governance experts say people who are or have been in the top job have a harder time saying no to the salary demands of fellow chief executives. Moreover, chief executives indirectly benefit from one another's pay increases because compensation packages are often based on surveys detailing what their peers are earning.
To its critics, the panel exemplifies the close personal and professional ties among board members and executives at many companies — ties that can make it harder for a board to restrain executive pay. They say this can occur even though all of a board's compensation committee members technically meet the legal definition of independent, as is the case at Home Depot.
"When you have a situation like this where it is so incestuous, it creates uncertainty whether Nardelli's pay is a reflection of these relationships or from his performance," said Jesse M. Fried, a professor of law at the University of California, Berkeley, and co-author of a book on executive compensation, "Pay Without Performance."
A showdown could occur at the annual meeting tomorrow as firms that advise large shareholders and activist groups are urging shareholders to withhold votes from several directors. The shareholder groups are also seeking the right to vote on the compensation committee's annual report and plan a rally outside the meeting in Wilmington, Del., to protest Mr. Nardelli's pay.
None of the current or former members of the compensation committee returned calls seeking comment, and the company would not make Mr. Nardelli available.
In an e-mail statement, Mr. Langone said: "Each and every board member at Home Depot is totally independent. Candidates for service have been suggested and put through the nominating process by a wide variety of directors, myself included. That is why there is such a diversity of thought, opinion and experience on the board and why our discussions are open, robust and objective."
Mr. Langone was instrumental in bringing the former G.E. star into the company. While he is not on the compensation committee, he has led the committee that nominates directors for the last seven years.
No stranger to controversy, Mr. Langone is currently under fire for his role as head of the compensation committee at the New York Stock Exchange, which granted the former chief executive Richard A. Grasso a pay package worth more than $140 million. Mr. Grasso sat on Home Depot's board from 2002 to 2004, including a stint on the compensation committee.
Mr. Langone "created the Home Depot board in his own philosophical image," said Richard Ferlauto, director of pension investment policy for the American Federation of State, County and Municipal Employees, whose pension fund owns shares in the company. "Arguably, Langone is the ringleader and the one who pulls the strings in this network," he added.
Riches With Restraint
The co-founders of Home Depot, Arthur M. Blank and Bernard Marcus, grew very rich on company stock that soared in value. But under them, Home Depot embraced a culture of restraint when it came to pay, said Paul D. Lapides, a corporate governance expert at Kennesaw State University in Georgia. "Bernie and Art took home a salary of $1 million or less and refused bonuses. The attitude was one of 'we're all in this together,' " said Mr. Lapides, who has never worked at Home Depot but has studied the company for years.
Representatives of Mr. Marcus and Mr. Blank, both retired from Home Depot, said neither would comment for this article.
Since hiring Mr. Nardelli, 58, the board has awarded him more than $87 million in deferred stock grants and $90 million in stock options, according to an analysis by Brian Foley, a compensation consultant in White Plains. Mr. Nardelli's salary, bonuses and a company loan make up most of the rest of his $245 million compensation.
Even last year, when Home Depot's stock was unchanged, the board raised his salary 8 percent, to $2.164 million, and increased his bonus 22 percent, to $7 million.
By contrast, from 2000 until his retirement early last year, the former chief executive of Lowe's, Robert L. Tillman, was awarded less than a quarter of what Mr. Nardelli was awarded through the end of last year, according to Mr. Foley. The many connections among Home Depot's directors cause some critics to ask whether the nominating committee is failing in finding truly "independent" board members. "The fact that you have so much overlapping boards here says to me: what was the nomination process to get on the board here, how wide was the net really cast?" asked Eleanor Bloxham, president of the Value Alliance, a group that advises companies on corporate governance issues.
The net may not have been cast much farther than Mr. Langone's circle of friends and associates, critics say. For instance, there is Bonnie G. Hill, who leads the Home Depot compensation committee.
The owner of a corporate-governance consulting firm, Ms. Hill is on the board of Yum Brands with Mr. Langone. Until recently, she served on the board of ChoicePoint, another company with which Mr. Langone has deep ties, including serving as a director. Mr. Langone's statement defending the ties of board members said the idea that they could not share friendships was ridiculous: "It not only sets up a make-believe standard but it is designed to please an agenda driven by activists with ulterior motives."
Ms. Hill is also on the compensation committee of Albertson's, the grocery chain, where she is determining the pay for the chief executive, Lawrence R. Johnston, who is also a Home Depot director. "Would Johnston be as eager to promote strict pay practices on the Home Depot board, where one of his pay setters is in a position to apply the same pay principles to his own pay package?" asked Jackie Cook, a senior research associate at the Corporate Library, an institutional advisory firm in Portland, Me.
Mr. Johnston was at G.E. at the same time as Mr. Nardelli, running the appliances unit.
Mr. Johnston turned to a well-known compensation lawyer, Robert J. Stucker, to negotiate his compensation package at Albertson's when he joined in 2001. Mr. Stucker had negotiated Mr. Nardelli's package at Home Depot just months earlier.
When it comes time for Mr. Nardelli to renegotiate his own contract, Mr. Johnston, as a member of the Home Depot compensation committee, is forced to negotiate against his own lawyer, said Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. "By utilizing the same legal counsel, if there's ever a dispute between the company and Mr. Nardelli over pay, it puts a member of the compensation committee in a very awkward position," Mr. Elson said. A call to Mr. Stucker was not returned.
More links to G.E. are evident with Claudio X. Gonzalez, a board member. The longtime chairman and chief executive of Kimberly-Clark de Mexico, a unit of Kimberly-Clark, Mr. Gonzalez has known Mr. Langone and Mr. Nardelli for years as a G.E. director.
Besides Mr. Gonzalez and Mr. Johnston, the compensation panel includes three other current or former chief executives: Angelo R. Mozilo, who heads Countrywide Financial; John L. Clendenin, the former chief of BellSouth; and Richard H. Brown, the former chief of Electronic Data Systems.
Mr. Brown also has ties to Mr. Langone, who, as an investment banker, took Electronic Data Systems public in 1968 and was a large E.D.S. shareholder for years. Later, at his own investment bank, Invemed Associates, Mr. Langone underwrote security offerings by E.D.S. while Mr. Brown was chief executive. Mr. Brown is not up for re-election to the Home Depot board this year.
In his statement, Mr. Langone said: "Dick Brown is one of the finest business minds this country has ever produced and I am proud to call him my friend. He was not suggested for service on the board by me but I heartily endorsed the idea."
This Year's ' Disney'
The ire of shareholder activists was raised even more with the addition of Mr. Mozilo to the board in February. Mr. Mozilo now sits on the compensation committee.
His pay package, which is bigger than Mr. Nardelli's, already made him a target of governance groups. Last year alone, Mr. Mozilo took home $70 million, including salary, bonus, stock options, payments for tax- and investment-advisory services and country club memberships. "Good grief," said Paul Hodgson, a compensation analyst at the Corporate Library. "He's hardly likely to be an influence of restraint given his own pay package."
Shareholder activists are taking a more aggressive stance toward directors this year. "Home Depot, I think, is the Disney of this shareholder season," said Mr. Ferlauto, referring to the 2004 annual meeting of Disney shareholders at which 45 percent of the votes cast were withheld from the chief executive, Michael D. Eisner, in part because of his pay. Mr. Eisner later resigned.
At the Home Depot annual meeting tomorrow, several factions are recommending that investors withhold support from most of the directors. The dissidents include A.F.S.C.M.E.; the state pension fund of Connecticut; the California Public Employees Retirement System, the country's largest public pension fund; and Institutional Shareholder Services, which advises pension funds and mutual funds.
I.S.S. claims there is a "disconnect" between Mr. Nardelli's pay and Home Depot's performance. "Moreover, poor compensation design, a lucrative employment agreement, and arguably egregious compensation practices call into question the fitness of the company's Compensation Committee members to serve as directors," the advisory firm said in a report it issued two weeks ago.
The board disagrees, saying that it based Mr. Nardelli's pay and bonus last year on the company's "outstanding operating performance," his "continuing success in developing a new foundation for long-term growth" and his "continuing superior leadership," according to a statement from the company.
Mr. Langone concurs. "I have long felt that Bob Nardelli's abilities are absolutely first rate," he said in his statement. "He's doing a great job and the strong fundamentals he has built during his tenure are proof of his keen leadership. There are a whole variety of long-term indicators I find encouraging such as earnings growth, sales growth, equity value in the brand as well as systematic enhancements put in place companywide that have dramatically improved efficiency."
Last year Home Depot reported record earnings per share, record gross and operating margins and record sales of $81.5 billion. Yet, over the last five years, Home Depot stock has fallen 12 percent, performing worse than its peers and the Standard & Poor's 500 index, which fell 4 percent. Mr. Nardelli has also created a fair amount of friction since he joined the company, say some of his critics among the Former Orange-Blooded Executives, a few of whom were forced out once Mr. Nardelli took over. He moved quickly to introduce G.E.-inspired performance measures; issued edicts about store displays to managers who once enjoyed a great deal of autonomy; and replaced several longtime Home Depot executives with former G.E. associates.
Today, two of Home Depot's four highest-paid executives hail from G.E., including its director of human resources. A third executive, the general counsel, Frank L. Fernandez, was a lawyer in upstate New York who was occasionally hired as an outside counsel for G.E. when Mr. Nardelli ran its power systems group in the area.
In his latest moves, Mr. Nardelli is trying to retool Home Depot, snapping up lumber and building materials companies last year in order to push into the professional contractor market.
"He has made a big decision to get into the supply business, and Wall Street has greeted that decision with a yawn," said Eric Bosshard, a stock analyst at FTN Midwest Securities who does not own shares in the company. Despite these bold moves, Home Depot did not even know it was looking for a fix-it man when Mr. Nardelli hit its radar in the fall of 2000. The chief executive at the time, Mr. Blank, one of the co-founders, was actually on the hunt for a second-in-command, someone he could groom to take over his job eventually.
Those plans went out the window over Thanksgiving weekend that year when Mr. Nardelli, who had been in charge of G.E. Power Systems for five years, learned he had lost out to Jeffrey R. Immelt to succeed G.E.'s longtime chief executive, John F. Welch Jr. (Mr. Nardelli may have lost the battle for the title, but he is winning in the total compensation wars. Mr. Immelt has been awarded $108 million since taking over as G.E.'s chief, according to Mr. Foley, while the company's stock has fallen 19 percent.)
Mr. Langone, who sat on G.E.'s board and had watched Mr. Nardelli's career, moved fast to avoid losing the executive star. Hard-charging and ambitious, Mr. Nardelli was interested, but not in a No. 2 position. Worried he would go elsewhere, the Home Depot board decided Mr. Blank should step aside and Mr. Nardelli, who had no retail experience, should take his place.
Luring an executive of Mr. Nardelli's repute, however, came at a high price. Despite the fact that Mr. Nardelli had little incentive to remain at G.E., he required that he be "made whole," meaning he would have to be paid for what he was walking away from. He was given a stock option grant of 3.5 million shares. One million of those shares vested immediately and were worth $25 million.
That was just the beginning. He also received perks like use of a company plane for personal trips; a new car every three years, one similar in price to the Mercedes Benz S series; and a $10 million loan with an annual interest rate of 5.8 percent that would be forgiven over five years.
That $10 million loan wound up costing shareholders $21 million after the board agreed to pay all taxes on it, a so-called gross-up. Congress banned loans like this in 2002 after Mr. Nardelli joined the company.
And when it appeared that Mr. Nardelli might not hit one of the few performance goals the board had set to cause payment of a long-term incentive plan, the board lowered the goalposts, according to the Corporate Library.
The target for Mr. Nardelli had been total shareholder return — share price increases plus reinvested dividends — compared with a peer group, and the company was performing poorly by that measure in 2003, according to the Corporate Library. But that year, the board changed the target to one of growth in average diluted earnings per share, which takes into account the per share earnings decrease that occurs when stock options are awarded. In a report released in March of this year, the Corporate Library labeled Home Depot one of its 11 "Pay for Failure Companies."
A Question of Incentives
The change in the incentive target appeared to be "designed to ensure a payout," rather than provide an incentive to improve performance, the report said. Other critics say the new hurdle is even easier to hit with a board-approved share-repurchase program. Since 2002, the company has bought back nearly $10 billion of its own stock.
The one threat to Mr. Nardelli's pay is a proposal by A.F.S.C.M.E., the government workers' union, that would allow Home Depot shareholders to approve or reject the report from the compensation committee. But even if the proposal is accepted, any future rejection of the board panel's compensation report would be merely symbolic. The board can simply ignore shareholders and pay executives what they wish.
So far, similar proposals have been rejected at two other companies whose executive pay A.F.S.C.M.E. identified as a problem: Merrill Lynch and U.S. Bancorp. The Home Depot board is urging its shareholders to vote against the proposal.
Skepticism about Mr. Nardelli's strategy to move the company away from its retailing roots and concerns about a cooling in the housing market have caused some large investors to move out of the stock, said Michael E. Cox, a stock analyst at Piper Jaffray in Minneapolis, who does not personally own shares in the stock.
But like the majority of analysts on Wall Street, Mr. Cox recommends Home Depot's stock to investors because he believes that Mr. Nardelli's strategy will pay off in the long term for the company.
Furthermore, Mr. Nardelli's reputation has not been tarnished, insisted Gerard R. Roche, the high-profile recruiter who helped bring Mr. Nardelli to the retailer. "I know he has been approached by other companies. There are a number of people interested in lifting Nardelli out," Mr. Roche said. "I can tell you there are a number of companies telling me to get them another Nardelli."
The New York Times reports thta Dell, which built its business selling PC's and other electronics directly to customers by phone and online, has decided to try something new: a storefront.
Dell said yesterday that it would open two mall stores this summer as a test, making them a hybrid of Dell's direct model and a conventional electronics store. Dell's products will be on display, but customers will order a PC, television or printer online from the store. Products will be delivered to the customer as if they had ordered from a PC at home, as most of its customers do.
The Dell statement came after an analyst called attention to the plan, which was reported in Texas newspapers on Sunday.
Dell insists that it is not losing confidence in the direct-sales model that has made it the world's biggest seller of PC's. "The tenets of the model remain the same," said Venancio Figueroa, a Dell spokesman. Dell has been selling its products from free-standing booths or kiosks in malls since 1994. The mall stores are just bigger versions of those kiosks, the company said, and will be able to display far more merchandise.
Cindy Shaw, an analyst with Moors & Cabot Capital Markets, said consumers and small businesses, which together account for 20 percent of Dell's revenue, would be typical shoppers in such a store.
The move is a sign that the company is willing to experiment to reinvigorate its slowing PC sales. In the first three months of the year, Dell lost market share in the United States to companies that sell in stores.
Gartner, the market research firm, said that was the first time Dell had lost market share since Gartner began tracking PC data in 1989. Dell has also been cutting prices of its PC's to increase sales.
Dell's shares closed yesterday at $24.09, down 29 cents, and near the 52-week low recorded last week.
Dell's direct model does have limitations. As it sells more products like big-screen TV's and notebook computers, the company is finding that customers prefer to see or handle those products before buying.
Dell has felt this most acutely with notebooks; notebook sales at Hewlett-Packard, Dell's chief rival, are growing more rapidly than at Dell. Hewlett, which sells computers directly as well as through retailers, has long argued that its mixed sales channel holds an advantage because it gives its customers a chance to test products.
Dell said it would open two stores this summer, the first in NorthPark Center in Dallas and the other in Palisades Center in West Nyack, N.Y. It plans to display about 36 products, including big-screen TV's and printers as well as desktop PC's and notebook computers, in about 3,000 square feet of floor space.
The stores will have ordering stations, but will carry no inventory. By sticking to the build-to-order model, the company avoids the risk of stocking too much of a particular product at the stores.
But the selling through the stores will be less efficient than selling online because Dell will have to pay for store staff. The company would not say how many people will be employed at each store. "It is not clear to us how cost-effective Dell's stores might be for build-to-order," Ms. Shaw said in a research report issued yesterday.
Dell has experimented with retail before, but has always avoided having to hire sales representatives. In the early 1990's, it sold through a number of mass merchants like Best Buy, Costco and Sam's Club, but it ended that practice in 1994, citing low profit margins on the business.
Later that year, the company began opening the free-standing booths in malls. Those kiosks, which are now about 120 square feet in size, display about a dozen products. Customers place an order directly with Dell through a computer in the booth. The kiosks have been successful enough that Dell now has 160 kiosks in malls.
© Copyright 2007 by Finfacts.com