Updated from April 26Calpers continues to rage against the corporate machine. The California public workers retirement plan intends to oppose the re-election of four members of Verizon's ( VZ) board, citing conflict-of-interest issues. The big retirement plan, which is the nation's biggest at $166 billion in assets, posted plans Monday to oppose director elections at 11 big U.S. companies including Verizon. Calpers will also withhold its proxy votes on companies including Alcoa ( AA), Adobe ( ADBE) and Broadcom ( BRCM). The news comes as Verizon, the nation's largest telecom firm, posts first-quarter earnings. On Tuesday, Verizon shares added 23 cents to $37.97. In pledging to withhold some votes at Verizon, Calpers said that three director nominees "are members of the Audit Committee that has authorized the auditor to perform non-audit services." Another director is a member of a community group that received Verizon funding. Calpers said it would withhold its votes for Verizon nominees James R. Barker, Sandra O. Moose, Hugh B. Price and John R. Stafford. Earlier Monday, Calpers took issue with Verizon's failure to adopt a shareholder proposal to cap golden parachute payouts. The company said Verizon's inaction justified withholding votes from all 11 director nominees. But the company said it had adopted a similar policy on severance packages. Calpers subsequently dropped that criticism and said it would withhold votes from just four directors rather than all 11. A Verizon representative said the board is independent. Bowing to a 59% shareholder vote to limit fat-cat severance packages, Verizon in September agreed to cap the cash payout to 2.99 times the executives' annual salary and bonus. But author of the proposal, Robert Rehm of the Association of BellTel Retirees, said the company "didn't live up to the letter of the proposal." A new proxy proposes that the company should also be forced to get shareholder approval for "extraordinary pension benefits" given to executives. Calpers also pointed out Monday that a member of Verizon's audit committee was once an executive at a company that received consulting fees from the big New York telco. Apparent conflicts of interest at corporate auditors have become a red flag on Wall Street ever since the collapse of Enron in 2001. Governance gadflies say auditors who also perform consulting work can't be expected to audit clients as thoroughly as public shareholders must demand. Meanwhile, the push for director independence and management accountability has picked up steam in 2004 with the well-publicized fracases at Disney ( DIS) and Computer Associates ( CA). Voters famously withheld 43% of the votes for Disney chief Michael Eisner, effectively forcing the company's board to strip him of his chairmanship. Complaints about Verizon's board aren't new. TheStreet.com reported last fall that the company was on top of a list of so-called interlocking directorships compiled by a shareholder rights advocate. Some critics have linked that arrangement to the board's fondness for rich executive pay packages and jaw-dropping severance deals. "As far as companies with conflicting relationships, you can't find any better examples than Verizon's," Jackie Cook, of corporate governance gadfly The Corporate Library, said in October.
Even though AT&T tried a last-minute bribe of promising 5,000 new U.S. jobs to help gain support for the deal, the Justice Department filed a complaint to fight the combination of the nation's No. 2 and No. 4 wireless carriers.