Get a clue

Proxy statements hold all sorts of clues about a vendor's governance attitudes. Just look at what we found in Comcast's.

Nightly news clips of suited men in handcuffs didn't deter Comcast executives from engaging in questionable governance when asking shareholders to approve the AT&T Broadband merger. Their goal, experts say, was to ensure their power over the board.

Section II-13 of the preliminary Comcast proxy statement filed with the SEC on April 30, 2002, noted bylaw changes that would have had no new directors appointed until the 2004 annual meeting (after originally attempting to keep them until 2005). More telling, Comcast sought a bylaw change by which the CEO and chairman could only be removed by a "supermajority" vote of the board, specifying at least 75% of board members would have to approve either executive's removal. "This supermajority removal requirement will make it unlikely that C. Michael Armstrong or Brian Roberts will be removed from their management positions," the proxy statement says.

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Corporate governance Governance check

Nightly news clips of suited men in handcuffs didn't deter Comcast executives from engaging in questionable governance when asking shareholders to approve the AT&T Broadband merger. Their goal, experts say, was to ensure their power over the board.

Section II-13 of the preliminary Comcast proxy statement filed with the SEC on April 30, 2002, noted bylaw changes that would have had no new directors appointed until the 2004 annual meeting (after originally attempting to keep them until 2005). More telling, Comcast sought a bylaw change by which the CEO and chairman could only be removed by a "supermajority" vote of the board, specifying at least 75% of board members would have to approve either executive's removal. "This supermajority removal requirement will make it unlikely that C. Michael Armstrong or Brian Roberts will be removed from their management positions," the proxy statement says.

"That's a kind of corporate governance larceny," says one governance expert of such tactics, stitched as they were into a merger proxy. The SEC reportedly told Comcast to separate the proposals for these bylaw changes.

A revised definitive 14A proxy statement filed to the SEC on May 14, 2002, continued to note the supermajority change. However, a revised definitive agreement filed May 30 did not include a supermajority clause.

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