What Oversight? Elan Board Angers Shareholders
1 CommentBy Ed Silverman // December 10th, 2008 // 4:48 pm
Why? Here are a few reasons, according to the Reuters - slowing growth of its Tysabri multiple sclerosis drug, an 80 percent stock decline in five months, decentralized management located in far-flung offices and accusations of a lax approach to cost cutting and corporate governance. Oh, yes, execs fly around in corporate jets a bit too much.
Consider that the biotech is spread across three continents - ceo Kelly Martin (pictured left) is based in a small office in New York; the cfo is based in Ireland; R&D and corporate communications functions are based in San Francisco, and the general counsel is in Pennsylvania. There are also offices in Boston, Tokyo and Georgia (the US, not the country that Russia invaded).
“It’s strange to see this much dislocation of management,” Damien Conover, an analyst at Morningstar, tells the AP. “What I would like to see is the CEO based in one of the company’s headquarters, either in Ireland or in San Francisco,” Matt Strobeck, partner at Westfield Capital Management, which holds 19.7 million Elan shares, also tells the AP.
For his part, Martin says Elan is considering closing two locations as part of a cost-cutting effort, but investors would like to see more restraint on spending, such as the use of private jets. “I’m very disappointed that these guys are flying around in private jets,” Strobeck tells the news service. “The company’s science is terrific, but this diverts much-needed cash from research and development.”
For a company not making a profit, any private jet use sends the wrong signal, according to Conover. “For a company where cash is of concern, it would not seem as though private jet use was the best use of resources.”
Then there’s Martin’s role as director of Irish hedge fund Kinsale Capital Management. It is common for a ceo to sit on the boards of other companies, but Nell Minow, editor of The Corporate Library, which specializes in corporate governance, says it is unusual for a ceo to be a shareholder or director of a hedge fund since it raises potential conflict of interest issues.
“You really have to bend over backward in terms of disclosure to reassure the investment community that you are not benefiting from information you receive as CEO,” she tells the AP. “It’s something that must be handled very carefully and very transparently.” Elan, by the way, did not disclose Martin’s involvement with Kinsale.
Through a spokesman, Martin says he is a non-executive director at Kinsale, his initial investment in the fund was less than 1 percent of its value, he no longer has an investment in Kinsale, and he has no involvement in the operations of the fund. He adds the fund does not invest in Elan or its partners, such as Biogen, but declined to say whether it invests in other healthcare stocks. Why was it not disclosed? “This was not considered to be a matter of material interest,” the spokesman tells the AP.
Still, in November after questions from a reporter, Martin’s name was removed from Kinsale’s website, however Elan “is not in a position to comment” on Kinsale’s investment strategy or web site, the spokesman sniffs.
Barbara
Kelly Martin had absolutely no experience as CEO and no background in biotechs. He was and still is the worst choice of a CEO. We shareholders have suffered greatly during his learning curve especially at his total mishandling of the ICAD meeting on July 29 where the Bapinuzimab PII results were presented.
As someone who was heavily invested I suffered heavy financial losses. At the very least he should have seen that the presentation was during market hours or that trading was halted until the information was fully disclosed.
The board should replace him and if not, maybe the board should be replaced.