Dans le cadre d'une bataille d'actionnaires ayant aussi d'autres enjeux, 4 membres du conseil d'administration de Target étaient menacés de perdre leur poste récemment. La raison évoquée ? Manque d'expérience et de compétence. Finalement, ils ont conservé leur poste, mais serait-ce le début d'une nouvelle tendance où le conseil d'administration aurait finalement un rôle à jouer ?
On March 17, Ackman launched a proxy battle for five of Target's board seats. He claims that the company's directors lack expertise in retailing, credit cards, and real estate -- all skill sets that would have helped it navigate the difficult economic climate.
Stung, Ackman announced he wanted to replace four directors up for reelection, plus Ulrich. The real issue, he now says, is governance and experience. "This proxy context is not about a deal," says Ackman. "It's about making sure the board is comprised of executives with relevant expertise to help guide and shape strategy going forward."
To convince investors that his slate is superior to Target's, Ackman has issued comparisons of each of his directors with one of theirs. Solomon Trujillo, CEO of Australian telecom company Telstra, for example, is faulted for not having any experience specific to Target's businesses, as compared with Michael Ashner, who runs Winthrop Realty Trust.
Ackman's biggest "get" is undoubtedly Jim Donald, who, prior to being axed from the CEO spot at Starbucks last year, turned around Pathmark and was the architect of Wal-Mart's move into food. Even Deutsche Bank Securities senior analyst Bill Dreher, who calls the fight "a waste of time and money," says that "where I sort of pricked up my ears was potentially being able to get Donald."
Target retorts that its directors are extremely well qualified, that Trujillo's technology experience is helpful, and that Ackman has attacked the board in "an effort to divert attention from Pershing's risky real estate agenda."
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