Tesla corporate governance




Tesla corporate governance

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  • Jim Chanos, the prominent investor at the head of hedge fund Kynikos Associates, has some choice words for Tesla Inc. and its board a day.

    Just two days after the Securities and Exchange Commission filed a securities fraud lawsuit accusing Elon Musk of misleading investors, he agreed on Saturday to a settlement that he initially spurned. The penalty is a step toward changing how Tesla operates and shows that the.

    Yet Tesla's nine-member board, which includes Musk and his brother, Kimbal Two major firms that specialize in corporate governance issues.

    Tesla corporate governance

    Tesla corporate governance

    The top-paying jobs tend to cluster in two industries -- and may prove less vulnerable automation. Nominating and Corporate Governance Committee Charter For years, Tesla's board remained almost invisible, staying behind the curtain as superstar Chairman and CEO Elon Musk guided the electric car maker to huge stock price increases. Musk disclosed that he tweeted out the proposal while driving himself to the airport — without anyone else seeing or reviewing the post.

    Tesla corporate governance

    Tesla corporate governance

    Tesla corporate governance

    Tesla corporate governance

    Tesla corporate governance

    Corporate Governance | Tesla, Inc.

    For years, Tesla's board remained almost invisible, staying behind the curtain as superstar Chairman and CEO Elon Musk guided the electric car maker to huge stock price increases. Now, given Musk's recent questionable behavior, experts say it's time for the board to step onstage and take action on the company's leadership. The list of Musk's offenses include berating Wall Street analysts on a conference call and labeling as a pedophile via Twitter a British diver involved in the cave rescue of trapped Thai soccer players.

    Add to that his abrupt Twitter announcement of a plan to take the company private even though funding hasn't been solidified, as well as confessing to being overwhelmed with job stress in a recent interview, and it's likely that most other company boards in a similar position would have taken action, corporate governance experts say.

    Tesla corporate governance

    Yet Tesla's nine-member board, which includes Musk and his brother, Kimbal, has largely been silent, save for forming a three-member committee to decide on the go-private plan that has already drawn scrutiny from U.

    At least five of the company's eight non-executive directors have strong ties to Musk or one of his other companies, throwing their independence into question.

    Tesla corporate governance

    The board of directors is not meant to be a cheering committee," said William Klepper, a professor at Columbia Business School and an expert on corporate governance issues. Kimbal Musk is among the five directors with ties to Musk. Lead director Antonio Gracias founded a private equity firm and also is a director of SpaceX, Musk's privately held rocket company.

    Director Steve Jurvetson is also a SpaceX director. He's been on leave from his venture capital firm since allegations of sexual misconduct appeared last year. Another director, venture capitalist Ira Ehrenpreis, is also a SpaceX investor, while director Brad Buss is a former chief financial officer of SolarCity, a solar panel maker that Tesla acquired in Australian telecommunications company executive Robyn Denholm was the only other Tesla director until last year, when two were added after investors complained about a lack of independence.

    In a letter seeking two more board members, five investors wrote that five Tesla directors "have professional or personal ties to Mr. Musk that could put at risk their ability to exercise independent judgment. One of the five, New York City Comptroller Scott Stringer, who manages investments in Tesla, said in a statement Monday that it's time for the board "to take a hard look at Tesla's governance and compensation structures to ensure that there are proper processes in place for strong board independence and oversight.

    Tesla corporate governance

    Columbia's Klepper said Tesla didn't need more board members; it needed assertive ones. Two major firms that specialize in corporate governance issues advised Tesla shareholders to shake up the company's board earlier this year, citing troubling conflicts of interest and decisions that raised questions about the directors' links with Musk. Glass Lewis recommended voting against the three; ISS opposed the re-elections of Gracias and Murdoch, but concluded there was no reason to oust Kimbal Musk because he doesn't serve on any board committees requiring independence from his brother.

    Tesla wouldn't comment about its directors, and members reached Monday did not return messages. But the company pointed to its proxy statement that said seven of nine members are considered independent based on standards set by the Nasdaq stock market, on which Tesla stock trades. The company said Ehrenpreis and Gracias do not own stakes in Tesla.

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