Everybody knows that pay for many CEOs is out of hand. However, it’s easy to forget that some corporate directors make a lot of money for what they’re charged to do, too. Granted, these are important tasks, but they’re not full-time jobs. The important part is that directors are supposed to be looking out for shareholder interests, but believe it or not, some of them are literally missing in action.
GMIRatings has released a report, Board Attendance Failures, flagging several companies for having at least one director who has not met the 75% attendance standard for board meetings.
Half the job is showing up
In my last column, I addressed boards of directors as a key group in every corporation, although the spotlight rarely shines on these individuals when things go wrong. I suggested a few disruptive changes in how boards of directors are composed, which could make for more robust — and responsible and enthusiastic — boards.
As proxy season heats up, though, shareholders can start by withholding votes for directors who aren’t doing their jobs appropriately. And tracking board meeting attendance is one of the easiest ways to identify a potentially weak director.
GMIRatings’ subscription service offers up a slew of data about the quality of corporate directors. Let’s take a look at a couple of the companies it’s flagged in its report.
All in the family
Cablevision Systems Corporation (NYSE:CVC) is family-controlled, so maybe nepotism is to be expected. Recently, in a bizarre turn of events, CEO James Dolan expanded the corporate responsibilities of his wife, Kristin. Although that sounds like a clear conflict of interest, it’s a little stranger still since the company had disclosed that the couple had separated. Meanwhile, Dolan’s brother-in-law, Brian Sweeney, has been awarded with a promotion to spearhead corporate strategy.
The company’s Form 10-K is pretty open about the fact that Cablevision indulges in what corporate governance stalwarts call a major no-no: an overlapping board of directors with The Madison Square Garden Co (NASDAQ:MSG) (where James Dolan is executive chairman) and AMC Networks Inc (NASDAQ:AMCX) (where Charles Dolan is executive chairman).
Reading through the document will show you that it’s pretty much a mind-numbing “all Dolan, all the time” at that company.
According to Cablevision Systems Corporation (NYSE:CVC)’s most recent proxy statement, all of its directors attended at least 75% of the company’s board meetings in 2011… well, except for Kathleen M. Dolan and Deborah Dolan-Sweeney. (Edward Atwood didn’t, either, but he might get a pass for having joined the board in May 2011.) Even worse, all directors attended the annual meeting of shareholders… except for Charles, Patrick, and Kathleen Dolan.