That’s pretty much the job posting Tesla Inc agreed to as part of the settlement nine days ago with the US Securities and Exchange Commission, which requires the company to appoint an independent chairman to replace Elon Musk and add two directors to the board. Names being floated as candidates for the chairmanship have ranged from former Vice President Al Gore to one-time CEOS including Jim McNerney of Boeing Co and Alan Mulally of Ford Motor Co.
What shareholders want, of course, is someone who can put Tesla on the path to profitability and also manage Musk, whose tweets about having secured the funding and investor support to take the company private was what got him into hot water with the SEC – and who, not incidentally, was busy on Twitter last week taunting the agency. The Sept 29 settlement will keep him out of the top board seat for three years.
This is what some institutional investors have long been calling for, contending that the board has failed to sufficiently govern the chief executive officer and that Musk may be stretched too thin, running Tesla as well as the rocket manufacturer SpaceX, where he’s also both CEO and chairman.
“The SEC settlement is a moment for the board and the company to take a deep breath and rethink,” said Dieter Waizenegger, executive director of Ctw Investment Group, which works with union pension funds. “This board really needs to evolve – it needs more women and more people of colour. It’s a very insular board.”
At the moment, six of the nine directors are white males and all but three have connections to or investments in one or more of the companies Musk controls. The SEC settlement requires that the two additional directors be independent.
Finding them won’t be as difficult as tapping just the right new chairman, who ideally would have at least some background in manufacturing and experience dealing with regulators.
The government has rarely ordered a company to have different people serve as CEO and chairman, let alone demand that the latter be an outsider. Only about 28% of companies have truly independent chairmen, according to an analysis by the recruiting firm Spencer Stuart.
More companies, though, are separating the roles. In 2007, 35% of those in the S&P 500 Index moved to do so, according to Spencer Stuart, and last year it was over 50%.
Elevating an existing Tesla board member wouldn’t likely accomplish what regulators want. “If it’s one of the old directors, then you’re kind of back to where you started,” said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.
There are few options among current directors anyway. “We only view three of the current directors as truly independent,” said John Streur, chief executive of Eaton Vance Corp’s US$14bil (RM58.18bil) responsible investment arm, Calvert Research and Management, which owns more than 11,000 Tesla shares.
Streur said the firm would like to see four new board members appointed so that the majority would have no financial or personal relationships with Musk.
The three directors viewed as fully independent – and thus possible chairman candidates – are Robyn Denholm, chief financial officer of Telstra Corp, Australia’s largest telecommunications company; Linda Johnson Rice, who leads the eponymous publishing company known for Ebony magazine; and James Murdoch, CEO of Twenty-First Century Fox Inc.
A fresh face at the head of Tesla’s board could be good for the company, but “it’s too bad they were forced into it” by the SEC, said John Wilson, head of research and corporate governance at Cornerstone Capital Group, whose advisory clients hold Tesla shares. “It raises the question of whether this will be comprehensive governance reform, or window dressing.” – Bloomberg
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