Meyer minimum is just not enough

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Annual shareholder meetings offer the one formal venue for owners to see and question management. Most meetings are dismal affairs where entrenched managers, ignoring the fact that they are the hired help, slam through the agenda and hammer down the gavel. Then there's Grey Global Group, which flunked the test on good governance with its last annual meeting before it closes a sale to WPP Group.

Remarkably, Chairman-CEO Ed Meyer, whose shares and golden parachute are worth $450 million, did not bother to attend Grey's Dec. 30 meeting, choosing instead to phone in.

Grey's three "independent" board members were nowhere to be seen or heard. Not that the outside directors have any stake in this thing. Going into the meeting, the trio owned just 100 Grey shares in total. (One director, Julian Brodsky, did find the time Dec. 30 to exercise options to buy 300 shares, snaring a quick paper profit of $113,000, so now the outsiders own 400 shares.)

Grey held the meeting to elect a director, vote on selection of an auditor and review results of 2003. Most companies stage the meetings in the spring. Grey had to hold the meeting before the end of 2004-so it chose 8 a.m. on Dec. 30.

The meeting itself was a non-event. Just three Grey executives , four shareholders and one Ad Age reporter attended in person.

We can hear the excuses: Annual meetings are pro-forma rituals; the WPP deal is done; Mr. Meyer owns more than 20% of Grey but controls more than 60% of the shareholder vote (through stock with extra voting rights), so it's his company. Shareholders seem happy at the profits they'll make on the deal (though one shareholder, who contends Mr. Meyer orchestrated the sale to WPP, is pressing a class-action suit).

But excuses don't cut it. Grey is a public company. Good governance means doing more than the minimum. Accountability to shareholders does matter. Mr. Meyer, who just calls it in, sets a bad example.

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