Proxy Season Insider 2013/04/22: Woodside Petroleum Limited & Barrick Gold Corporation

Woodside Petroleum Limited | ASX | Meeting Date: 2013/04/24
Woodside’s major shareholder, Shell Energy Holdings Australia Limited, has a substantial ongoing transaction with the Company, involving purchase and sale of goods and services aggregating US$410 million in financial year 2012. While Woodside has a Directors’ Conflict of Interest Guidelines, which governs transactions and excludes interested directors from board material and discussion on relevant issues, shareholders should insist on better disclosure than the vague “both at normal market prices and on normal commercial terms” of how Woodside’s interest is protected in those transactions. Therefore, it will befit Woodside to disclose clear principles and procedures by which those transactions are both governed and monitored in the interest of Woodside and which should be meaningfully reported upon annually to shareholders in the annual report by a committee of independent directors charged with that monitoring process.

Barrick Gold Corporation | TSX | Meeting Date: 2013/04/24
Shareholders have a lot to ponder at Barrick Gold Corp’s AGM this year following some notable changes in leadership, including the replacement of CEO Aaron Regent after less than three years on the job and the appointment of former banker and China finance and international relations expert, John Thornton, as co-chairman. While some shareholders may welcome some change following a disappointing year, the $11.9 million price tag used to lure Mr. Thornton is sure to draw scrutiny, particularly in light of his apparent lack of mining experience. On top of his generous golden handshake, the salary that both Mr. Thornton and chairman Peter Munk now receive places them comfortably at the top of Canadian executives. And, following this week’s collapse in gold prices, shareholders may rightfully question whether such generous pay packages were prudent in light of such uncertainty.

Honeywell International Inc. (HON) | 2013/04/22
Intesa Sanpaolo (ISP) | 2013/04/22
Wells Fargo & Company (WFC) | 2013/04/23
Rogers Communications Inc. (RCI) | 2013/04/23
3SBio (SSRX) | 2013/04/25 | Read the Proxy Season Insider on 3SBio
Aer Lingus Group plc (AERL) | 2013/04/26
TransCanada Corporation (TRP) | 2013/04/26

Glass Lewis Update- Proxy Paper Company Profiles Now in Canada and Great Britain: Proxy Paper reports covering companies in Canada and Great Britain will now include the same “Company Profile” pages which have rolled out in other markets earlier in the season. The Company Profile provides a consistent location for important company information that may be used during the voting process or when engaging with companies. The company data for Great Britain and Canada has been updated to include more comprehensive information concerning executive compensation, board governance, anti-takeover measures and audit-related issues.

WSJ: 4/22 Swiss Banks to Endure Testy Proxy Season: Swiss banks, already targets of growing regulatory pressure, are facing off with another key constituency: Shareholders.