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Does Good Governance Pay?

Rival Campbell Soup is a leader in adopting innovative board practices. Its 
shares have outperformed Heinz, a governance laggard, as well as the market. 
Here's how they compare:

BEST PRACTICES          CAMPBELL SOUP       HEINZ
Majority of outside     Only one insider    Ten of 19 members
directors               among 15 directors  are insiders

Bans insiders on        Yes                 No: CEO is
nominating committee                        chairman of panel

Bans former             Yes                 No: Three directors
execs from board                            are ex-Heinz execs

Mandatory               70, with none       72, but six directors
retirement age          over 64             are grandfathered

Outside directors       Annually            Never
meet without CEO

Appointment of          Yes                 No
''lead director''

Governance              Yes                 No
committee

Self-evaluation of      Every two years     None
board's effectiveness

Director                None                Yes
pensions

Share-ownership         3,000 shares        None
requirement             required

DATA: PROXY STATEMENTS, BUSINESS WEEK





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Updated Sept. 4, 1997 by bwwebmaster
Copyright 1997, Bloomberg L.P.
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