Shareholders Demand IPG Separates Chairman-Ceo Roles

28 April 2006

"It is well to remember that at Enron, WorldCom, Tyco, and other legends of mismanagement and/or corruption, the chairman also served as ceo. When a chairman runs a company as chairman and ceo, the information given to directors may or may not be accurate. If a ceo wants to cover up improprieties or mismanagement and directors disagree, with whom do they lodge complaints? The chairman?"

Thus reads a proposal filed by a dissatisfied Interpublic Group investor who seeks to separate the dual roles of chairman and ceo currently held by Michael I Roth. It is one of several activist shareholder proposals to be debated at the beleaguered agency group's annual meeting on May 25.

Among the other agenda items tabled by investors is that of executive remuneration. Dissatisfied shareholders are demanding that IPG review bonuses to senior executives, based on performance targets, and recoup them should there be yet another retrospective accounting restatement.

The Interpublic board, unsurprisingly, recommends shareholders to vote against separation of the chairman-ceo roles. It argues: "The board believes strongly that it should have the discretion of deciding if and when Interpublic is best served by a chairman who acts in a dual role as chief executive officer.

"The board, after careful consideration, determined that having Michael I Roth in the combined role of board chair and chief executive officer provides Interpublic with the most efficient and effective leadership model. Consequently, on January 19, 2005, Interpublic amended Mr Roth's employment agreement to provide that he serves as chairman and chief executive officer."

Such uncanny prescience neatly defuses the proposal, given that a shareholder motion, even if passed, is unlikely to override a contractual agreement inked over a year prior.

In defense, IPG also points to the six independent directors among its eight board members. The independents, its avers, "provide vigorous oversight of our key issues relating to strategy, risk and integrity."

As to the executive remuneration proposals, IPG harrumphed: "Interpublic's executive compensation programs are designed to attract and retain highly qualified executives and to motivate executives to maximize stockholder returns.

"In contrast, the shareholder proposal adopts an overly rigid approach to this issue, one that would require the board to mechanistically recoup bonuses in inequitable circumstances and potentially violate Interpublic's existing contractual commitments."

Data sourced from AdWeek (USA); additional content by WARC staff