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Shareholders Urged to Restore Accountability, Equitable Value of Common Shares at Comcast
Washington, D.C. -- The Communications Workers of America and the International Brotherhood of Electrical Workers called on shareholders to adopt three critical proposals that will improve corporate governance and management accountability at Comcast Corp.
The proposals call for:
• one vote per share for all company stock
• elimination of the poison pill provision
• independent, non-executive board chair
Proposal No. 7, submitted by the CWA Members' Relief Fund, calls on the board of directors to adopt a recapitalization plan that will establish a "one share, one vote" system for all outstanding stock.
The current Comcast charter guarantees Chief Executive Officer Brian Roberts "a non-dilutable one-third of the voting power of all shares of Comcast Corp., even though Mr. Roberts owns less than 3 percent of the total outstanding equity of the company," the letter pointed out. In effect, that gives Roberts 72 times the votes per share over Class A common shareholders, it noted.
"This type of concentration of control by one person is anachronistic and inappropriate for a large-cap public corporation like Comcast," the unions said. The Investor Responsibility Research Center estimates that just 12 percent of companies have dual class stock with unequal voting rights. Comcast's market capitalization exceeding $65 billion, may make it the largest public company with a dual-class voting structure, "magnifying the potential danger to shareholders and the investing public at large," the letter stressed.
Proposal No. 6, submitted by the IBEW Pension Benefit Fund, requests that the board of directors eliminate the poison pill provision it adopted in 2002, as part of its merger with AT&T Broadband.
The "poison pill," along with other current charter provisions, "reduces board accountability to shareholders." These include the requirement of a supermajority vote by the board to replace the chairman or CEO; the provision requiring that 75 percent of the board support any charter amendment; and strict limits on shareholder rights, including the ability to call for a special meeting or to amend the bylaws.
Proposal No. 5 asks the board to take away management duties, titles and responsibilities from the position of chairman of the board. Brian Roberts is slated to take on this position in addition to his CEO function. This will expand the already "undue control over corporate affairs" that Roberts will exercise, the letter pointed out.
The Comcast board "requires more – not less – independence," and has been assessed as extremely ineffective by the independent corporate governance research firm, "The Corporate Library," the unions said.
"Comcast current corporate governance structure reduces management accountability to the outside shareholders who have provided the vast majority of Comcast's equity capital," the letter said. Support for these changes is necessary to encourage "the board to adopt needed reforms to Comcast's charter," it stressed.
The Comcast annual meeting will be held June 1 in Philadelphia.
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The proposals call for:
• one vote per share for all company stock
• elimination of the poison pill provision
• independent, non-executive board chair
Proposal No. 7, submitted by the CWA Members' Relief Fund, calls on the board of directors to adopt a recapitalization plan that will establish a "one share, one vote" system for all outstanding stock.
The current Comcast charter guarantees Chief Executive Officer Brian Roberts "a non-dilutable one-third of the voting power of all shares of Comcast Corp., even though Mr. Roberts owns less than 3 percent of the total outstanding equity of the company," the letter pointed out. In effect, that gives Roberts 72 times the votes per share over Class A common shareholders, it noted.
"This type of concentration of control by one person is anachronistic and inappropriate for a large-cap public corporation like Comcast," the unions said. The Investor Responsibility Research Center estimates that just 12 percent of companies have dual class stock with unequal voting rights. Comcast's market capitalization exceeding $65 billion, may make it the largest public company with a dual-class voting structure, "magnifying the potential danger to shareholders and the investing public at large," the letter stressed.
Proposal No. 6, submitted by the IBEW Pension Benefit Fund, requests that the board of directors eliminate the poison pill provision it adopted in 2002, as part of its merger with AT&T Broadband.
The "poison pill," along with other current charter provisions, "reduces board accountability to shareholders." These include the requirement of a supermajority vote by the board to replace the chairman or CEO; the provision requiring that 75 percent of the board support any charter amendment; and strict limits on shareholder rights, including the ability to call for a special meeting or to amend the bylaws.
Proposal No. 5 asks the board to take away management duties, titles and responsibilities from the position of chairman of the board. Brian Roberts is slated to take on this position in addition to his CEO function. This will expand the already "undue control over corporate affairs" that Roberts will exercise, the letter pointed out.
The Comcast board "requires more – not less – independence," and has been assessed as extremely ineffective by the independent corporate governance research firm, "The Corporate Library," the unions said.
"Comcast current corporate governance structure reduces management accountability to the outside shareholders who have provided the vast majority of Comcast's equity capital," the letter said. Support for these changes is necessary to encourage "the board to adopt needed reforms to Comcast's charter," it stressed.
The Comcast annual meeting will be held June 1 in Philadelphia.
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