Corporate Governance - What do shareholders really value? (PANEL DISCUSSION)

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Panel discussion from the second seminar of UNSW Law's series "In Who or What Do We Trust?" UNSW's Centre for Law, Markets and Regulation presents Prof Lynn Stout, the Paul Hastings Distinguished Professor of Corporate and Securities Law at UCLA.

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In February 2019, an Argo shareholder issued a press release in which it alleged, among other things, the misuse of Argo assets by Watson, including undisclosed personal usage of corporate aircraft. On April 12, 2019, during a proxy contest with this shareholder in connection with Argo’s May 2019 annual shareholders meeting, Argo filed a definitive proxy statement that failed to disclose over $1 million worth of perquisites, including over $230,000 related to Watson’s use of corporate aircraft. From 2015 through 2019, Argo incorporated its definitive proxy statements into its annual reports by reference. From 2014 through 2018, Argo incorrectly recorded payments for the benefit of, and reimbursements to, Watson as business expenses, and not compensation. As a result, its books, records, and accounts did not, in reasonable detail, accurately and fairly reflect its disposition of assets. In addition, Argo failed to devise and maintain internal accounting controls relating to payments for the benefit of, and reimbursements to, Watson that were sufficient to provide reasonable assurances that transactions were recorded as necessary to maintain the accountability of assets. These failures included, for instance, a practice of providing expense reimbursements to Watson without requiring an adequate explanation of a business purpose for the expense, allowing Watson to approve his own expense reimbursement. Mr. Watson's Personal Chariot Make: Gulfstream: 5 Registration Number: N17ND Serial Number: 518 Lessor: Jetaway Air Service of Muskegon, MI Monthly Payment: $ 175,000 Hourly Reserve Payment: $ 1,250 Average Monthly Payment to Jetaway Air Services (based on recorded flight hours) $250,000 to $300,000 (note: figure does not include crew salaries, airport fees, insurance, and fuel) 4 to 5 million expensed to Argo shareholders each year for the exclusive use of Mark Watson's Personal Chariot - G5.