In the wake of the global credit squeeze, risk management and corporate governance have been of highest priority on the corporate agenda since Enron.
Amid the firing of auditors and calls for new audit committee members, as well as audits of risk management processes, there is a growing clamour by shareholders for a full account of the massive losses that have plagued banks around the world.
Share activists have been leading the calls for full explanations and directors are facing seemingly endless questions about the role they played in the sub-prime market turmoil. This year could be dubbed the year of the shareholder activist.
The latest action comes from CtW Investment, an investor lobby group representing $1.5trillion (£737bn) in investments.
CtW has held talks with directors of the six large US banks including Citigroup, Morgan Stanley and Wachovia. They account for 88% of the $87bn in total sub-prime-related writedowns and credit losses.
Following the meeting with Morgan Stanley, CtW has urged shareholders to vote to eject the bank’s chairman and chief executive John Mack, and directors Howard Davies (pictured) and Robert Kidder, even though all three executives have been nominated for re-election. Details of CtW’s meetings with Citigroup and Wachovia Bank have not yet emerged.
Shareholders are no longer willing to stand by and accept further losses. They are demanding change to prevent a repeat of events.
Investors have become concerned that experienced individuals with stellar reputations who served on audit and risk committees failed to notice the red flags raised by reports and economists who warned about relaxed lending practices and unsustainable pricing of property as early as 2005.
The shareholder activists are even more furious about the picture emerging, which suggests the directors, paid massive bonuses and charged with risk oversight, knew little about their company’s holding of high-risk off-bala nce-sheet structures.
Auditors are also in the firing line, with investors asking why more was not made of the sub-prime risks companies were carrying on their books. With the accounting for off-balance sheet vehicles still under scrutiny, the spotlight on auditors will be harsh.
Shareholders who have suffered losses want to see those who decided to expose banks to sub-prime instruments held accountable. CtW’s calls for audit committee heads to roll could be the beginning of a year of director and auditor culling.




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