Calpers says time for change at Xerox board
March 27, 2003 12:36:00 PM ET
(Recasts, adds company comment)
SAN FRANCISCO, March 27 (Reuters) - Calpers on Thursday named Xerox Corp. (XRX) as one of corporate America's six poorest performers that the No. 1 U.S. pension fund will target for reform in the year ahead.
The annual list also includes Gemstar-TV Guide International Inc. (GMSTE), JDS Uniphase Corp. (JDSU), Manugistics Group Inc. (MANU), Midway Games Inc. (MWY) and Parametric Technology (PMTC).
The California Public Employees' Retirement System, better known as Calpers, said the board of directors at Xerox had not exercised effective oversight on the copier and office equipment maker.
The $133 billion pension fund, which has carved out a reputation as a corporate watchdog, said it would monitor seven additional companies and may disclose possible action against them during the year. Calpers said the target companies were selected from its investments in more than 1,800 U.S. companies based on stock performance, corporate governance practices and an analysis of how much "economic value" the companies were generating for shareholders.
The model of "economic value-added" analysis used by Calpers measures a company's after-tax net operating profit minus its cost of capital. The pension fund uses its weight to push for corporate reform, although Calpers has been criticized in the past for failing to raise alarm bells early enough about problems at Enron.
Representatives for all the companies could not immediately be reached. A Midway spokesman said he had not seen the report and could not provide immediate comment.
In Gemstar's case, Calpers said it wanted the interactive programming guide company to commit to placing a majority of independent directors on its board, audit, compensation and nominating committees.
A company spokesman said Gemstar was disappointed to be included on the list but was committed to Calpers' objectives.
"The company believes it's making progress and they do hope to soon win back the confidence of the investors, including Calpers," the Gemstar spokesman said.
Gemstar, which is under investigation by the Securities and Exchange Commission, restated results for the second time this year, cutting reported revenue by nearly $111 million, following a review of its accounting practices.
Technology company JDS Uniphase scored the worst in terms of economic value added because of what the pension fund called the lack of financial discipline in the company's acquisition strategy during the late 1990s Internet boom.
Calpers said software maker Parametric Technology had ignored its repeated requests to meet and discuss performance and governance concerns, while video game publisher Midway's stock is down more than 77 percent for the five-year period ended Dec. 31, 2002 compared with a benchmark index which had lost 16 percent.
Manugistics' lack of separation between the chief executive and chairman roles, and its lack of a lead director has raised questions about the independence of the board, Calpers said.
Shares of Xerox fell 14 cents, or 1.6 percent, to $8.86 on the New York Stock Exchange early Thursday afternoon.
The company, which has been trying to put behind it high-profile probes into its accounting practices, reported a return to profitability in 2002, with full-year net income of $91 million, or 2 cents a share, compared to a loss of $94 million, or 15 cents a share, in 2001. The 2002 results included restructuring charges of $470 million. REUTERS
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