Professional Documents
Culture Documents
The equity structure shows that Shineway group occupied 60.24% shares
of shuanghui, Rotary Vortex Limited Company account for 13.2%. The
chairman of Shuanghui is Wan Long, who also worked as Board chair of
Rotary Vortex Limited Company. We can reasonably infer to a conclusion
that Wan Long owns decision-making power.
Owner active participation
BRAZIL
M. DIAS BRANCO
USA
KELLOGS
Impact of Corporate Governance on Kelloggs
Kelloggs has continually delivered high value to its shareholders, in spite of, not due to its corporate governance.
By most applicable measures, Kelloggs fails as a steward of good corporate governance. Its secrecy and lack of
visibility into compensation, entrenched board, and diminished shareholder voting rights allow the company to act
as it pleases with little oversight or market control.
A well governed company explicitly ties performance goals to executive compensation. At Kelloggs, this is not the
case as there is little visbility into executive compensation packages and what is shown implies that CEO
incentives are awarded irrespective to company performance. In addition, the low level of share ownership by
members of management and the board of directors also brings into question whether these executives are
working towards common goals with their shareholders.
Company governance is rooted in a strong, independent board of directors. While it does not imply that Kelloggs
is a poorly run firm, and there is little in their record of performance that would depict hostility towards the greater
good of shareholders, Kelloggs board is far from independent. The company allows for, and currently has, a CEO
that is also the Chairman of the Board. This is an environment that fosters unchecked control. Additionally,
Kelloggs maintains a classified board of directors. In 2014, shareholders voted 62% in favor of eliminating the
classified board, but as a supermajority was not reached, the classified board remains. While this can be seen as
a positive way to protect the company from unwanted takeovers, it allows company insiders to remain firmly
entrenched. The Kelloggs board is a prime example of an entrenched board with multiple former members of
executive management presiding on the board. Even board members that are new maintain ties to former board
chairmen and significant stock holders. For all these reasons, it can be questioned whether the Board of Directors
in its current form can act as an effective counterbalance to executive management.
It is easy to brush aside these issues in corporate governance as Kelloggs is seen as a good steward of
shareholder interests with a long history of driving value and returning high dividend yield. However, it is easy to
question whether a few changes to the corporate structure could allow Kelloggs to perform even better and
provide even more value to its shareholders.
MEXICO
GRUPO BAFAR
(i)
(ii)
Ownership Concentration
Shareholder structure is:
Person who has significant influence in the business: Lic Orcar Eugenio
Baeza Fares and C.P. Guillermo Enrique Baeza Fares.
Shares are divided in two series: Series " B" will consist of common shares
representing at least 75 % of the total share capital and at all times turn
represent 100 % of the ordinary shares. They are free subscription.
The " L" * Series will consist of restricted voting shares and the limitation of
other corporate rights. At no time exceed 25 % of the capital and will be free
subscription and prior authorization of the Comision Nacional Bancaria y de
Valores under the terms of the Securities Market Act will be issued .
* Up to 2015 the Company did not have series " L".
All shares have the same rights and obligations within their respective
series.
These shares may be acquired by Mexicans, foreign individuals or legal
persons , companies or entities that are understood as Foreign Investors in
Foreign Investment Law .
The General Shareholders' Meetings will be held at least once a year within
four months after the close of the fiscal year .
(iii)
(v)
(vi)
EUROPE - ITALY
PARMALAT
Exhibit 4: Corporate governance dimension
1. Executive compensation and Equity interest
Parmalat has created a Nominating and Compensation Committee that supervise the
compensation scheme of the directors and executives in accordance with the
prescription by Borsa Italiana. The compensation of the Directors and Executives is
defined by the committee in order to mutually safe guard the interests of the Directors
as well as the one of the shareholders over the medium and long- term. For the
executive directors the compensation is manly driven by a performances scale, while
for the other directors it is defined time-to-time by the Committee.
Almost all the components of the Board of Directors are nominated by the Nominating
Committee, and are up to Sofil Sas. None of the board has an executive role.
The interdependence of the Board of Directors is granted following the Article 1467ter, Section 4, of the TUF, as cited in Article 12 of the Company Bylaws.
The Board of Directors assesses the independence of the Directors periodically, and
the assessment is due
to
ensure
that
none
of
the
to