It's good news week!
 

We're not talking about your secretary, Doug. These are the people that
run the organizations, both financially and functionally.


You mean putting little circles & arrows on the calendar, sweeping the
office, balancing the checkbook, calling the roofing guy.


Maxprop wrote:
Not even close. They are executive directors, people who plan and execute
the agendas of the organizations.

Depends very much on the organization

They are very well compensated for their
expertise and performance.


And (in most cases I know about) their political connections.




How naive you are.

Yeah sure.

That's not calling names, is it? Of course not, but it
doesn't really prove much.


... If I referred to the executive director of our state
professional organization as "an office employee," he'd laugh.


If he's setting the basic policy & long-term agenda of the
organization, then he should laugh... and hand you a jar of
Vaseline.




Sure. The doctors consult their executive directors and ask them for
policy-making direction and guidance.

You don't work with doctors very much, do you?

.... Doctors, as a rule, are great
clinicians but lousy policy makers and planners.

But they are the ones who know what a doctor's professional
concerns & issues are.



... The organization officers consult them for guidance, not vice versa.


That's exactly backwards from the way it should be, and is backwards from
every such organization *I* have experience with.


It's reality, like it or not.

Actually, it isn't.

Your say-so doesn't mean much, and you have done very little
(other than call names) to prove your point.

... Your experience may not have been as close to
the action as you might wish to believe.


Yeah maybe not. When I, along with a group of colleagues,
say to each other "we should have this-or-that" and it
starts happening, that doesn't mean much does it.





My secretary isn't either. But he doesn't make engineering decisions.


Yeah, but does he have nice legs? Wait--don't answer that. I don't want to
know.


Yes you do.


When did we begin talking about my company??? We were discussing
professional organizations, and some not-so-professional, like the AARP.


You just hate-hate-hate the AARP because they didn't roll
over for Bush/Cheney's looting of Social Security, the way
they did for every other Bush/Cheney plan.

And we began talking about your company because it is a
parallel situation to the organizations under discussion...
you claim they are run by & for the professional managers,
but somehow *you* get a different deal.


Nice attempt at obfuscation, but no cigar.

I don't want a cigar, thanks.

DSK

It's good news week!
 

.... As for the
AARP, I suspect what you say is true, at least that's been my observation.


That's right, the AARP is really just a well-disguised
version of the Communist Party... ummm wait I mean Al-Queda,
yeah that's the ticket... for blue-hairs!


Dave wrote:
And the board of directors of a public company is at least in theory hired
by the shareholders--the owners of the company. Does the board always
represent shareholders' interests to the letter? I don't think so.

I don't think so either, but remember that the members of
the board are also large stockholders themselves, in the
great majority anyway.

Shareholders of corporations *definitely* abdicate their
responsibility and don't vote on key issues... or on the
board elections.... enough.


.... But in
practice it's extremely difficult for shareholders to oust a board. Why?

IMHO it's because relatively few shareholders even read
their quarterly reports much less the voting booklet. The
few that vote tend to fill in the block marked "board of
directors recommends this." Remember also that a huge
percent of stock is owned by retirement funds, mutual funds,
etc etc, instead of individuals. These stock shares tend to
be voted by proxy granted to the board.



.... But I
suspect that the control of the machinery of communications is in the hands
of the managers, and that will inevitably be a major factor.

Good point.

DSK

It's good news week!
 

I don't think so either, but remember that the members of
the board are also large stockholders themselves, in the
great majority anyway.


Dave wrote:
In most cases, no, though in the case of smaller companies that's more often
the case.


IIRC each member of the board of Coca Cola (to pick just a
random example) holds a couple million shares. I call that a
"large" stock holding, and I don't call it a "smaller
company." Every other company I've ever owned stock in had a
similar situation on their board.



.... But in
practice it's extremely difficult for shareholders to oust a board. Why?

IMHO it's because relatively few shareholders even read
their quarterly reports much less the voting booklet. The
few that vote tend to fill in the block marked "board of
directors recommends this." Remember also that a huge
percent of stock is owned by retirement funds, mutual funds,
etc etc, instead of individuals. These stock shares tend to
be voted by proxy granted to the board.


Doug, nearly all votes at a corporate shareholders' meeting are voted by
proxies granted to designees of the board. Those voting the proxies must
vote as the shareholders returning the proxies indicate on their cards.

Please pay attention. There is a difference between a proxy
which is voted as the SHAREHOLDER directs (marked on the
card), and the shares being voted the way the DIRECTOR
wants. Did you really think I was not making this
distinction, or just trying to obfuscate (the way you're
always accusing me of doing)?


... If
the proxies are returned but the way to vote is not specified, the proxies
are voted as management recommends.


Or if the owner of record has granted voting discretion by
pre-agreement, as is commonly done with retirement funds,
mutual funds, etc etc. As I understand it, this is not "as
management recommends" but is granted to a specific
individual board member.


Do you really think that major shareholders show up at corporate meetings
and cast ballots there? Doesn't happen.

The ones I've been to, they show up. It's part of the
circus. I'm quite sure they all know in advance which way
the board is voting.

Doesn't change the basic premise, that the shareholders are
the owners and in most cases have abdicated their
responsibility. We seem to be in agreement on this point.

DSK

It's good news week!
 

Dave wrote:
..... All executive officers and directors as a group (28
people) own about 13% in the aggregate. One director owns a little over 4%
of the outstanding.

Okay, how many million $$ is that? WOuld you call that a
LARGE stock holding?

.... No other director or highly compensated executive
officer owns as much as 1% of the outstanding.

Considering that Coca-Cola has one heck of a lot of shares
out, and has not been a family-dominated business for a
really really long time, with a market capitalization in the
hundred billion range, that's not surprising (at least, not
to me).

DSK

It's good news week!
 

Dave wrote:
On Sat, 14 Oct 2006 15:58:19 -0400, DSK said:

..... All executive officers and directors as a group (28
people) own about 13% in the aggregate. One director owns a little over 4%
of the outstanding.
Okay, how many million $$ is that? WOuld you call that a
LARGE stock holding?

I would say that when 10 directors out of 11 each owns less than 1% of the
company's outstanding shares, your example doesn't do much to support your
claim that "the members of the board are also large stockholders
themselves," even if there is one director out of the 11 who owns 4%.

So your position rests on calling holdings of under a billion dollars
"small"?

It's good news week!
 

I would say that when 10 directors out of 11 each owns less than 1% of
the
company's outstanding shares, your example doesn't do much to support
your
claim that "the members of the board are also large stockholders
themselves," even if there is one director out of the 11 who owns 4%.


Jeff wrote:
So your position rests on calling holdings of under a billion dollars
"small"?


Obviously, in Dave's version of "the real world" a stock
holding has to be greater than 4 billion dollars, or it just
isn't big enough to be "large."

I can understand, Bubbles probably owns more stock than that ;)

DSK

It's good news week!
 

Dave wrote:
Let me complete that thought. When the proxy statement says all officers and
directors as a group (28 people) own 13%, it doesn't mean what it says
either. In computing shares beneficially owned, the company counts not just
shares actually owned, but also shares covered by options that could be
exercised within 60 days. In many cases the shares actually owned are a much
smaller percentage than that shown.

I don't think it's that deceptive, those options could be
exercised if control on an important issue was coming up.
It's like a chess game though, all the directors know how
the pieces are layed out before any individual makes a move
like that.

But it also gives them an ownership stake in the company.

DSK

It's good news week!
 

So your position rests on calling holdings of under a billion dollars
"small"?


Dave wrote:
Guess you don't understand how these things work.

Yeah that must be it Dave.


.... When a director has less
than 1% of a company's outstanding shares, the company' proxy statement
doesn't show how many shares he owns.

But the info sheet accompanying the proxy form almost always
does; plus it lists the share holdings of all nominees to
the board, plus the quarterly statements show shares held
plus options. So it does not take a rocket surgeon to tell
how many shares each director holds.



.... When 10 of 11 directors have asterisks next to their
names, that means 10 of the 11 might own no shares at all.

Or they might own several tens of millions of dollars worth.

... So it certainly
doesn't support the argument that members of the board are large
stockholders.

It doesn't do much to prove the contrary, either, unless you
think that a 4 billion dollar stake in a company would not
serve to give the owner any sense of proprietary
responsibility towards the company... and of course just
plain greed can also be ruled right out ;)

DSK

It's good news week!
 

"DSK" wrote in message
. ..

.... Doctors, as a rule, are great clinicians but lousy policy makers and
planners.

But they are the ones who know what a doctor's professional concerns &
issues are.

True, but the mechanics of legislative interaction, agenda planning, and the
business surrounding such issues is best left to the pros whose expertise
affords them the greatest chance for success: the executive directors.

Your say-so doesn't mean much, and you have done very little (other than
call names) to prove your point.

Becoming a little sensitive, Doug? Odd, coming from the insensitive,
name-calling jerk you've been in virtually every Usenet conversation we've
had heretofore.


You just hate-hate-hate the AARP because they didn't roll over for
Bush/Cheney's looting of Social Security, the way they did for every other
Bush/Cheney plan.

Not even close. They've been prejudicial toward my profession for years.
They've promoted a secular-progressive agenda, but have attempted to pass
themselves off as a non-partisan organization benefitting the elderly. And
take a look at their balance sheet--it doesn't exactly look like a
non-profit organization.

Max

It's good news week!
 

Maxprop wrote:


All reasonable points Max, I don't give to the United Way, simply
because I don't believe in all of their causes, the YM/YWCA is one that
comes to mind.





Fourth: Why would I make something like that up?

Good point, one liar in the group is enough. ;-o

Cheers
Marty


Max