Today, we offer our first guest blogger, John Richardson. Mr. Richardson is the Editor of ProxyAnalyst, which educates investors on corporate governance. He is also the CEO of JMR Portfolio Intelligence.
So here you are, staring at the Moxy Vote site. What the hell are you doing? You could be reading the paper, feeding the dog, having a glass of wine after a long day, but no. The trashcan is full and, well, you’ve got this proxy in your hand.
It’s time to vote.
So let’s say you are one of those “special” investors who hold a few hundred shares of Citigroup. Yeah, that buy and hold strategy is feeling pretty good right now. Are you feeling a bit angry? You should. So let’s translate that anger into some action.
I want to focus on one voting strategy that might help to vent some steam. Voting for the outside auditors. At first glance, this may not seem like the stuff of investor revenge but give me a moment to explain.
Auditors are conflicted.
No, they don’t have some sort of accounting angst. Rather, in many cases, outside auditors have become entrenched with the companies they are auditing and their fees have spiraled over time such that at least the appearance of a conflict demands that they be replaced.
The primary role of external auditors is to express an opinion on whether a company’s financial statements are free of material misstatements. The job is a bit more complicated than that and outside auditors often provide related services including tax advice. But in a nutshell, that is what these firms are hired to do.
In 2000-2001, the SEC required that outside auditors limit their consulting work with their audit clients in order to reduce conflicts of interest resulting from large fees collected from their corporate clients. While this solved the immediate problem of eliminating large non-audit fees and the possible conflicts associated with those payments, over the last 10 years, auditor fees, in many instances, have skyrocketed. Herein lies the problem.
So how do you sort things out?
Step 1: How long has the outside auditor served your company? More than 5 years? Vote against ratification of the auditor.
Look at your current proxy statement. In the table of contents, find the agenda item and go to that page. Here you will find a couple of things: Who is the auditor and what did they get paid.
Now, ask yourself, “How long have these guys been around?” To answer this question, go to the SEC web site, where you can pull down previous proxy statements for the company. Look for the EDGAR database, search for the company or ticker symbol and find the DEF 14A (the SEC form assigned to the proxy statement). Go back to 2004. Were these same auditors working for your company at that time? If so, vote NO.
Step 2: Have the auditor’s fees increased significantly over that same (or longer) period? If there have been significant increases in fees paid, vote against ratification.
I can hear the whining from the experts that this doesn’t mean anything. Just because fees have increased, it doesn’t mean that the auditors are conflicted. Let’s hope that is the case but as active investors, a proactive approach to potential conflicts is exactly what is needed. The regulations prohibiting non-audit work by outside auditors curtailed large fees paid but over the years, the non-audit fees have been replaced by rapidly rising audit fees.
So what do those lucky investors at Citigroup find when they do a quick look-see? A couple of things caught my eye.
- First, the company proudly notes that its outside auditor, KPMG has been keeping an eye on things since 1969. I’d like to think that they have counted every paperclip in the Citigroup inventory by now but really, shouldn’t there be just a little fresh blood looking over things?
- Second, fees over the last five years or so have climbed significantly. In 2004, KPMG earned a total of $54.1 million. In 2009, that amount had risen to $98.2 million.
A steady increase in fees with no sign that management has any plans on changing things around in the accounting department suggests that business-as-usual is the rule at Citi.
Step 3: Vote No.
Simple. Now it’s time to feed the dog.