By Alistair Barr
SAN FRANCISCO (Dow Jones) - U.S. companies are being advised to
batten down the hatches for their annual meetings this year amid
rising anger among investors and the public over bonuses, bailouts,
layoffs and slumping share prices.
"There are a lot of angry people out there," said Patrick
McGurn, special counsel at Institutional Shareholder Services, the
corporate governance advisory unit of RiskMetrics Group (RMG).
"I've never seen violence at annual meetings in the U.S., but we've
never seen such dislocation."
Proxy printer R.R. Donnelley is telling companies how to beef up
security and handle unruly investors as corporate America reels
from an unprecedented spasm of anti-business outrage.
Protests were organized for Thursday outside offices of American
International Group, Goldman Sachs , Wells Fargo and Bank of
America across the country.
AIG (AIG) employees have been getting death threats since a
national furor erupted this week about more than $160 million in
bonuses the troubled insurer recently paid.
"We don't discuss security arrangements, but appropriate
precautions are being taken," AIG spokesman Nicholas Ashooh said,
referring to Thursday's planned protests. "It's premature to
discuss the annual meeting - it's not until mid-May."
Companies have been advised to contact local police departments
to warn officers ahead of time about possible trouble at their
annual meetings. Security and legal staff are being assigned to
eject disruptive shareholders from meetings if necessary.
The extra security steps show how companies have become the
focus of widespread anger as the recession has deepened and
unemployment surged. In addition to disgruntled shareholders,
former employees and protestors against executive compensation
could also pose problems.
Volatile combination
The volatile combination of stock market losses, layoffs and big
executive pay packages could make for explosive meetings this year,
McGurn explained.
The average shareholder of companies in the Standard &
Poor's 500 index has lost 46% since the start of 2008. Gallup's
index of investor confidence went negative for the first time in
October and hit a record low of -64 last month.
"When surveys go negative, you know you're not in Kansas
anymore," McGurn said.
Major U.S. companies have announced more than 1.6 million
layoffs since the beginning of 2008, according to outplacement firm
Challenger Gray & Christmas.
Meanwhile, chief executives of some large companies continue to
collect huge compensation packages.
State Street shares have slumped 66% since the start of 2008 and
the giant custodian bank announced plans in December to cut up to
1,800 jobs. CEO Ronald Logue missed out on a bonus, but collected
$28.7 million in total compensation from that year.
Hovnanian shares are off 79% since 2008 began. The homebuilder
cut more than 1,500 jobs last year, but CEO Ara Hovnanian got a
$1.5 million bonus in cash and stock.
NYSE Euronext (NYX) unveiled plans to cut a quarter of U.S. jobs
last year. Shares of the stock exchange operator are down 78% since
the beginning of last year, but CEO Duncan Niederauer still got a
$2 million bonus, the same as 2007.
'Possible disturbances'
This year's handbook on annual meetings produced by R.R.
Donnelley (RRD) advises companies to be especially careful.
"With the current state of the economy and recent corporate
scandals, many commentators believe that shareholder attendance at
annual meetings will increase, and that shareholders will be more
active in voicing questions and concerns," authors Craig Garner and
Jonathan Kaplan warned. "Security will likely be more important to
conducting a successful meeting in coming years."
Companies should contact their local police department to tell
them about upcoming meetings and pass on any information that's
already known about "possible disturbances," they said.
Security or legal staff should be assigned ahead of time to help
escort "disruptive shareholders" from meetings, they added.
The handbook even provides a detailed script for company
chairmen and women to follow if investors become unruly.
First, the chairwoman should ask shareholders to be quiet.
If a second warning is needed, Garner and Kaplan suggest:
"Please keep quiet so that we may continue with the meeting in an
orderly manner. Otherwise you will be asked to leave the meeting
and, if necessary, removed from this room."
A third infraction and the investor should be ejected with the
following order: "I have repeatedly asked you to stop your
disruptive conduct and have advised you that your action is out of
order. However, you have chosen not to comply with my request and
as Chairperson of this meeting, I must now ask you to the leave the
meeting. Security, would you please escort this individual from the
meeting."
Love-fest lost
It wasn't always like this.
"Meetings used to be more of a love-fest," Garner, a partner in
the San Diego office of law firm Latham & Watkins, said.
"Shareholders would come just to eat bagels, have coffee and talk
about how great things were."
But in the wake of corporate scandals in recent years, Garner
said advice on security was added to the handbook.
"More discussions center on this topic given uncertainty about
how management will be treated at meetings this year," he
added.
In previous years, disgruntled shareholders were the source of
most minor disruptions. But with the surge in layoffs, angry former
employees who own company stock could also turn up this year,
Garner explained.