lundi, janvier 04, 2010

Discipliner les administrateurs

C'est le thème d'un article de Gretchen Morgenson du NYT publié le congé des fêtes intitulé What Iceberg? Just Glide to the Next Boardroom. Dans cet article, Morgenson déplore le fait que des administrateurs ayant siégé au sein de conseils de sociétés malmenées durant la crise se retrouvent aisément d'autres postes dans d'autres sociétés.

Directors who were supposedly minding the store as disaster struck at companies like Countrywide Financial, Washington Mutual or Fannie Mae have not all been banished from other boardrooms. In many cases, directors just seem to skate away from company woes that occurred on their watch.

Pour Morgenson, cela reflète une absence d'autodiscipline de la part des administrateurs:

To some investors, this is an example of the refusal of those involved in the debacle to accept responsibility for it. Whether you are talking about top executives loading up on leverage, regulators who slept while companies took on titanic risks or mortgage lenders that made thousands of dubious loans, few in this crowd have acknowledged culpability. Taxpayers and shareholders, meanwhile, who had nothing to do with the problems, are left holding the bag.

Mais pouvons-nous systématiquement "bannir" les administrateurs ayant siégé au conseil de sociétés ayant connu des déboires? Un administrateur soulève des éléments de réflexion pertinents:

“I think it is appropriate for institutions and other shareholders to look at the backgrounds of directors and other boards they have served on, but you need to interpret the data in the context of the specific circumstances of each board,” Mr. Wulff said. “If you vilify board members purely because the companies they oversee ultimately fail, you risk discouraging anyone from getting into a situation with any risk.”

Et Morgenson de reconnaître:

This is not to say that these directors are not performing their duties. Indeed, some would argue that directors who have witnessed at close range the collapse of a company may learn a great deal from that experience and bring to their boardroom activities an increased sense of responsibility. But it is hard to blame shareholders for wondering whose side directors are on, given the broad failures by many board members to recognize and rein in risk-taking at so many companies.

Au final, elle déplore le fait que les actionnaires n'aient pas suffisamment de pouvoirs pour discipliner les administrateurs.

The main reason for director dysfunction is that board members have little fear of being fired for incompetence or sleepwalking through meetings. Because of the way director elections are structured, board members can win their seats if they receive just one vote of support. And even if a majority of shareholders withholds support from directors at annual elections, the directors who are singled out are often allowed to stay.

Shareholders interested in ousting a director or two must mount an expensive proxy fight to do so.

La réforme en cours aux États-Unis changera-t-elle cela?

Aucun commentaire: