A “governance star” snubs shareholders

By Dominic Jones

ACCORDING to Institutional Shareholder Services (ISS), the corporate governance ratings company, Black & Decker Corporation (NYSE: BDK) respects its shareholders more than 99% of big U.S. companies.

But I think they’ve got it wrong. I am going to explain why in a roundabout way, so please bear with me.

Below is ISS’s Corporate Governance Quotient for BDK as shown on Yahoo! Finance.

Better than 99.2% of the S&P 500 companies and all Consumer Durables & Apparel companies, they say.

Here are three screenshots with captions that prove to me they’re wrong:

The above screenshot is from the webcasts and events page on the company’s website today, April 20, 2007. The next event shown on the above page — the Q1 earnings call — is five days away. The most recent webcast was on March 15 when BDK appeared at the UBS conference. (They have the order mixed up with the Bank of America conference, but that’s not what’s at issue.) See the next shot.

The above screenshot is the Press Releases page on the company’s website. It shows the most recent release was on April 16, 2007 when the company increased its guidance for Q1. This screenshot was also taken today, April 20, 2007. Now for the last screenshot.

The above screenshot is from the company’s online annual report. The arrow is pointing out that yesterday morning at 9:00 am, the company held its annual meeting.

Black & Decker held its annual meeting yesterday and didn’t bother to webcast the event. It also didn’t bother to post a notice afterwards telling its shareholders what happened at the meeting or what the preliminary results of the poll were.

I have more screenshots of other pages from the company’s site that I could show you, but the fact is there’s nothing on the site about the meeting. In fact, there’s zero evidence I can find anywhere on the web that the meeting even took place.

In this day and age, ignoring your annual meeting on the web doesn’t qualify as good corporate governance in my book. Companies that truly respect their shareholders would never do such a thing.

What do you think?

Update: It’s now 4:00 p.m. Eastern on Friday, April 20 and there’s still nothing from the company. Is this a small slip-up or an indication of what the board and management really thinks about corporate governance?

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