"Citi investors urged to oust directors
By Deborah Brewster and Saskia Scholtes in New York
Published: April 10 2009 18:46 | Last updated: April 10 2009 18:46
Two leading shareholder advisory groups have recommended voting against re-electing a significant number of Citigroup directors, with one coming out against the bank’s new chairman, Richard Parsons.
Glass Lewis advised shareholders to withhold votes from half of Citigroup’s 14-member board, including Mr Parsons. It gave Citigroup an “F” grade for its pay practices, based on performance. It said “it paid more than its peers, but performed worse than its peers”.
Proxy groups such as Glass Lewis are influential because many institutional investors, especially index funds, rely on their recommendations in voting.
Glass Lewis recommended withholding votes from directors Michael Armstrong, the former chief executive of AT&T; Alain Belda, the chairman of Alcoa; John Deutch, the former director of the Central Intelligence Agency; Andrew Liveris, the chief executive of Dow Chemical; Anne Mulcahy, the chief executive of Xerox, and Judith Rodin, the president of the Rockefeller Foundation. RiskMetrics, another proxy adviser, recommended voting against the re-election of four directors: Mr Armstrong, Mr Belda, Mr Deutch and Ms Mulcahy.
RiskMetrics said: “The [Citigroup] audit committee and board have chronically failed to address the company’s risk management and compliance issues. This poor oversight in conjunction with the company’s continued asset expansion on a capital cushion that was relative to its peers contributed to its current state, compelling the government to provide the company with four instances of extraordinary government assistance.”
Citigroup in recent months appointed Mr Parsons as independent chairman, and replaced four outgoing directors with new ones, after pledging to focus more on risk management.
Citigroup said: “Citi’s board of directors has diligently carried out its responsibilities during one of the most severe market downturns in decades. The board also rotated committee chairs and members in July 2008. There is no basis for any recommendations against directors.”
However, RiskMetrics said Citigroup’s steps were “reactive” and taken at the behest of regulators, not shareholders.
“Given the depth of the company’s problems, the board may require a fresh start to rebuild its credibility with shareholders. Therefore we recommend shareholders vote against the current and former leaders of the audit committee,” it said.
Citigroup’s largest investors are index fund managers, such as State Street, Barclays Global Investors and Vanguard, which cannot sell their stakes even if they disapprove of the company’s actions. However, these funds can vote against the re-election of directors."