Gouvernance | Page 44

Dans un article du 10 mai 2016 au The Globe and Mail, Fred Pinto et Peter Chapman reviennent sur l’importance du devoir de vigilance pour les grandes entreprises : « Companies need to do due diligence on human rights abroad ».

Petit extrait :

New international instruments such as the United Nations Guiding Principles on Business and Human Rights as well as new reporting requirements under securities regulations are increasingly emphasizing the need for global businesses to assess their own human-rights risks, and to take steps to ensure that they are not contributing to rights violations.

In a globalized operation, failure to assess those risks in a trustworthy, transparent and effective manner is ultimately a failure of due diligence. And for a company’s investors, a failure of due diligence may lead to regulatory, legal, operational and reputational problems that could and should have been avoided.

Pour rappel, j’avais exprimé dans un billet publié sur le blogue de l’Université Laval Contact ici portant sur le devoir de vigilance des entreprises la nécessité de durcir le cadre réglementaire de la RSE en consacrant un tel devoir (ici).

À la prochaine…

Ivan Tchotourian

Bonjour à toutes et à tous, le Financial Times apporte un regard critique sur les politiques de distribution des dividendes des entreprises : “Alarm grows as investors get bulk of listed groups’ profits” (9 mai 2016).

The world’s listed companies have paid out more than half their profits to shareholders in the form of dividends over the past year, an unusual situation that tends to occur only in periods of widespread economic weakness.  “The implication is companies have kept paying out dividends even as earnings have fallen away, and the risk is companies are paying out dividends that are not sufficiently covered by their profits,” said Robert Buckland, global equity strategist for Citi Research…. Directors of public companies must balance demands from shareholders to receive an income from their ownership of a company against the need to reinvest profits in the cause of expansion and future growth.

À la prochaine…

Ivan Tchotourian

Le professeur John Armour offre une analyse synthétique des liens entre l’affaire Volkswagen et la gouvernance d’entreprise dans un billet de blog paru sur le site de l’Université d’Oxford : « Volkswagen’s Emissions Scandal: Lessons for Corporate Governance? (Part 1) ».

At this point, it remains unclear precisely how and why VW came to do this. US law firm Jones Day have been retained by VW to conduct an internal investigation, the results of which are due in the fourth quarter of 2016. VW’s official line is that this was the result of the actions of a few engineers and programmers. Let’s call this the ‘rogue technicians’ theory. However, with such a large number of vehicles, over a period of about seven years, it seems—as was argued in a recent post by J.S. Nelson—more plausible that senior management might have been aware of the scheme (or warning signs of it) at some point prior to its revelation. Let’s call this the ‘management inaction’ theory.

J’ai hâte de lire la partie 2 !

À la prochaine…

Ivan Tchotourian

Le Harvard Business Review propose un article intitulé : « How incentives for long-term management backfire” qui prend le contrepied de la croyance voulant que les plans incitatifs basés sur la performance à long terme seraient une cause du court-termisme de la direction des entreprises.

In the five years since the advent of Dodd-Frank regulation, corporate governance groups, with their policies requiring at least half of long-term incentives to be “performance-based,” have pushed companies to replace options with multi-year, performance plans. How could anyone object to such an effort? Hardly anyone, except here is the rub: Performance plans require performance targets, and in most companies, planning works in three-year cycles. The logical performance period for long-term incentives is one that matches those cycles. Three years has thus become the standard performance window for measuring achievement.

So a three-year horizon — not even a presidential term — has inexorably become the norm for investing hundreds of billions of dollars of money aimed at creating “long term” value. With the best of intentions, many proxy advisors and long-term investors have widely blessed three years as appropriate, adopting three-year pay for performance as their standard comparison. Today, four out of five S&P 500 companies use a three-year performance period in their long-term incentives. But executives today, who are paid on this new “long term,” typically with equity based partly on earnings-per-share performance, naturally think twice about retaining earnings for projects beyond three years. Their measurements conflict with their managerial inclinations, encouraging them to use earnings booked today to immediately return cash to shareholders.

À la prochaine…

Ivan Tchotourian