Oracle: Director's independence and tenure

Taking advantage of the new Nassim Taleb’s book release “Skin in the Game”, we propose one of his ideas to introduce our note:

“When the Beard (or hair) is black, heed the reasoning, but ignore the conclusion. When the beard is gray, consider both reasoning and conclusion. When the beard is white, skip the reasoning, but mind the conclusions.”

Oracle has announced it Shareholders Annual Meeting 2017 for November 15. Among the different proposals, the shareholders will have the opportunity to vote on the already recurring issue of the advisory vote on executive compensation. Certainly this is a major issue as Oracle is the only S&P 500 company that has failed say-on-pay five years in a row.

Oracle executive salaries have been surprisingly disconnected to sector practices and company performance evolution. This year the pay-packages are more modest, however other proxy advisors like ISS have also raised their concerns, as Bloomberg reports.

Nevertheless, in this note we would like to focus our concern on Oracle’s board structure. Though the board is formed by 8 independent directors out of 12, its composition could be considered less independent if we scratch a little deeper. The case is that Oracle’s board of directors is significantly above-average in terms of tenure and seniority compared to the sector.

In our view, a clear independence issue in Oracle’s board is the fact that directors’ tenure is especially long. Average tenure almost doubles its peers (see right chart above). Three Independent directors hold tenures of over 15 years. Mr. Berg, who also chairs the Independence committee, reaches 20 years as Director. Mr. Boskin, who chairs the Finance and Audit committee, is director since 1994, which amounts to 23 years. Moreover, Ms. Seligman, director since 2005 and vice-chair of the Compensation committee, has kept the role while compensation proposals have been rejected by shareholders for five years in a row.

Independence is one of the main factors when valuing directors and, unfortunately, is one of the most difficult to assess. Independence is ultimately demonstrated by the decisions they make. We consider highly relevant that members of the key committees (audit, nomination and compensation) have no apparent conflicts of interest that would interfere on their capacity to make objective decisions. Companies with robust director evaluation programs should not need a mandatory retirement age to detect poorly performing directors. Similarly, younger directors need to undergo the same evaluation to ensure that their performance is up to par.

However, in some other legislations, tenure is formally limited to avoid this blurred timing area. In the UK, the UK Corporate Governance Code provides that a board should explain, in its annual report, its reasons for determining that a director who has served more than nine years qualifies as independent. Nine years has also been adopted as the appropriate yardstick for director tenure in Singapore, South Africa and Hong Kong. Twelve years in the case of Spain.

An interesting study of Yaron Nili, University of Wisconsin, 2015, suggests that the trend of increased director tenure is a reaction of companies which have been forced to remove many high ranked executives from the board room. In this sense, the “new insider” role arises as a “hybrid board member who complies with independence requirements but at the same time, through longer tenure and other attributes, possesses many of the traits that corporate insiders previously brought to the board table.”

Another issue that raises our concern on the current Oracle’s Board composition is that it comprises 58% of directors in their 70’s, 25% in their 60s and only 17% in their 50s (see left chart above). We certainly value seniority contributions to the board tables in many positive ways, notwithstanding, such unbalanced seniority composition may not be fostering the appropriate added value in comparison to other companies in the same technology sector like the ones shown in the chart above.

Find below the directors proposed by the company to be reelected during the next General Meeting 2017, November 15:

This is note is not a proxy advisory report. In case you, require further information please contact us

Further information about Oracle’s proxy statements can be found in this link.