Stock Talk: The peculiar case of the conflicted executive

12 July 2015 - 02:00 By Ann Crotty

It seems none of Dawn's shareholders queried the R10-million that was paid to the construction materials firm's chief operating officer, Collin Bishop, "for corporate finance advisory work" on the Grohe transaction that was completed last year. The fee was paid to Bishop's privately owned company.This is a tad peculiar given that, although corporate advisory work does command attractive fees and is an important part of corporate life, it is unusual for the chief operating officer in a company to be the recipient of these fees. Or at least it's unusual since we all became excited about corporate governance constraints, which include the assumption that executive directors are paid as executives to spend every waking moment advancing the company's interests.It seems Bishop's primary skills lie in doing corporate transactions rather than actually running a business. He joined Dawn as chief operating officer five years ago, having spent four years putting together a deal on behalf of Dawn with a global player along the lines of last year's Grohe deal. That earlier deal came to nothing, a victim of the global financial crisis.story_article_left1CEO Derek Tod said Dawn then decided to employ Bishop to assist in improving operations while ensuring the corporate activities were "still handled with the same level of competence". (Presumably this meant Bishop had nothing to do with the failed bid to repurchase Dawn shares from Ukhamba.) Tod reckoned the arrangement enabled Dawn to secure Bishop's deal-making skills "at a considerably reduced fee compared to private practice".If the Grohe transaction generates the sort of benefits expected by Dawn's board, the R10-million fee will seem entirely reasonable. But it's not about the size of the fee. Bishop is either a full-time employee of the company or an adviser to it. He cannot be both. And this, it seems, is what Bishop himself has come to realise.On Friday the company announced he had resigned and was moving into private practice. Is this not where he was when he received the R10-million fee? The market seemed happy about the move. The share price closed 7% higher on the day.Barclays ousts Jenkins to focus squarely on profitCleaning up Barclays and lifting its profit performance was never going to be an easy or quick double act. It was unfortunate that, no matter how much progress Antony Jenkins might have been making with the bank's culture, a spate of legacy scandals made it difficult to give even an impression of progress. His axing, by a board keen to see faster profit growth, must send out the message that profit is once again all-important.Could it have been increasing tensions between himself and John McFarlane, named as incoming chairman in September last year, that persuaded Jenkins not to turn down his bonus? Did he sense his days were numbered?For financial 2012 and 2013, Jenkins turned down bonuses of £1-million and £2.7-million, respectively. The action was designed to address the public's concerns about banker pay. Despite turning down his bonuses, Jenkins did receive generous share awards.Although the British public is probably still concerned about bankers and their pay, in financial 2014 Jenkins accepted a £1.1-million bonus, bumping up his total package to £5.5-million.CMH CEO's share sales forestall mandatory offerThanks must go to Combined Motor Holdings (CMH) for releasing useful details of the profile of its shareholder base in the wake of its three-year long repurchase programme, which was tantamount to a change of control by stealth. The repurchases from the previous controlling shareholders, the Zimmerman family, reduced the equity base by around 33%.story_article_right2CEO Jebb McIntosh emerged as the single largest shareholder and is now firmly in control, although not so much in control that he would have to make an offer to all the minorities. Last week he promptly sold off a few 100000 shares to take his holding below the crucial 35% level.Although well ahead of its level a year ago, the recent share price performance suggests investors don't quite know what to make of this smaller company.China revokes declinesCan the Chinese government do what no other government has done - in fact, no other government has ever tried to do (leaving aside the various QE exercises) - impose its will on the share market?As the Financial Times points out, the Chinese government has revoked the stock market's right to go down. Price declines have been halted not because the market has stopped falling but because, says the newspaper, the market has ceased to exist.The Chinese government has proven its ability to control the economy but will it be able to sustain the much more challenging task of controlling an equity market?..

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