And those investors view Friday’s annual shareholders’ meeting as another chance to overhaul the giant retailer. Several groups and investors oppose certain directors, or are asking for disclosure of any disciplinary action or for cuts in compensation for those who may have been involved in the Mexico situation, among other matters.
The moves are largely symbolic — ousting directors or approving shareholder proposals is pretty much impossible, given that the founding Walton family controls more than half of all shares. But the efforts by outside shareholders signal widespread dissatisfaction with how the company has handled the fallout from the Mexico bribery scandal.
“The board should take note of this significant level of shareholder disapproval,” Glass, Lewis Company, a proxy advisory firm, wrote in a report, referring to last year’s historically high votes against board members linked to the Mexico issue.
The New York City pension funds will vote against nine directors over potential involvement in the bribery issues, concerns over independence and what they describe as lax oversight of compliance.
A group of investors, including pension plans from Connecticut and Sweden and the United Automobile Workers medical benefits trust, is sponsoring a shareholder proposal related to an inquiry over Wal-Mart Stores’ potential violations of the Foreign Corrupt Practices Act. The proposal asks that Wal-Mart disclose whether the company is holding current and former executives financially responsible for breaching company policies.
Calpers, the nation’s largest public pension fund, which owns about $400 million in Wal-Mart shares, says it continues to be concerned about the Mexico inquiry, and it is troubled by recent Wal-Mart supply-chain issues. It says it will vote against several board members and support several shareholder proposals.
“We’re extremely concerned about Wal-Mart’s monitoring on its supply chain — the fires and deaths in Bangladesh, and other concerns about supply-chain issues in the U.S.,” said Anne Simpson, senior portfolio manager for investments at Calpers.
The California State Teachers’ Retirement System, a large pension plan, is supporting the autoworkers’ proposal and will also vote against all board members over concerns of independence.
And Institutional Shareholder Services and Glass, Lewis, the influential proxy advisory firms, are advising clients to vote against certain board members based on the active bribery inquiry and other issues and advocating support of the United Automobile Workers’ proposal.
The board’s failure to reassure shareholders that the alleged violations of the foreign bribery law “will have a limited impact on shareholder value, and that any responsible executives will be appropriately held accountable, calls into question the ability of the company’s leaders to protect shareholders’ investments,” I.S.S. wrote in its report on the company.
The New York Times reported in April of last year that officials at Wal-Mart de Mexico, a subsidiary, had bribed authorities to ease expansion in that country and that executives at the company’s headquarters in Bentonville, Ark., had been alerted to the bribery and declined to take action. The company is conducting an internal investigation into potential violations of the Foreign Corrupt Practices Act, and it is being investigated by the Securities and Exchange Commission and the Department of Justice.
Last year, about one-third of nonfamily-member shareholders voted against four directors — Michael T. Duke, the chief executive; H. Lee Scott, a former chief executive; S. Robson Walton, the chairman; and Christopher Williams, the chairman of the audit committee. Including family member votes, the opposition exceeded 12 percent, the biggest opposition any had faced in years and the biggest vote against a sitting chief executive in recent company history. This year, the board and company are again under fire, as advocates say the company needs to improve transparency surrounding the investigation, among other issues.
Investors “remain in the dark as to the nature and extent of the alleged violations (and knowledge of them within the company); as to the nature of any past or future sanctions for executives with direct responsibility or oversight responsibility; and even as to the timetable for completion of the investigation and disclosure of its results,” I.S.S. wrote in a report.
Citing those concerns, I.S.S. recommended that shareholders vote against the re-election of S. Robson Walton, Mr. Duke and Mr. Williams.
Article source: http://www.nytimes.com/2013/06/07/business/more-dissent-is-in-store-over-wal-mart-scandal.html?partner=rss&emc=rss