UK multinationals face ethical backlash from US investors

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The Independent Online

British business giants such as BP, Shell and GlaxoSmithKline face a new onslaught over corporate governance if proposals to empower their US shareholders are adopted by Wall Street's regulator.

A new plan under consideration at the Securities and Exchange Commission (SEC) would unleash US-style investor activism at the shareholder meetings of companies whose shares also trade in New York.

And it could lead to pitched battles between European shareholders lobbying for companies to take their social and environmental impact more seriously, and some American funds that think the corporate social responsibility movement has already gone too far.

The Free Enterprise Action Fund - an aggressive US mutual fund which demands that companies put profits over environmentalism - has petitioned the SEC to drop exemptions under which holders of a company's US stock do not have the right to vote in boardroom elections or to put motions to annual meetings.

The fund calls its plan the "BP Rule". If this succeeds, the fund is promising to make a range of proposals at BP, the UK's biggest oil company, whose reputation in the US has collapsed after a string of scandals ranging from Alaska's biggest onshore oil spill, through accusations of market manipulation, to the death of 15 employees in an explosion at a Texas refinery.

Steve Milloy, the manager of the Free Enterprise Action Fund, said that BP's shareholders should have demanded that it spend less money promoting its green credentials, under the slogan "Beyond Petroleum", and more on basic safety.

"We would like to be shareholders in BP and be able to help [chief executive] Lord Browne with some of his issues," said Mr Milloy, "but we don't want to be second-class shareholders".

BP, in common with most London-based multinationals, has shares trading in New York in the form of American depository receipts (ADRs). These are issued by a US bank on the company's behalf and do not have the same rights as the underlying shares. The petition under consideration by the SEC - and on which it is inviting public comment - would force companies or the issuing bank to give ADR holders the same rights as ordinary shareholders.

Most recently in the US, the Free Enterprise Action Fund has been agitating at Goldman Sachs, where Lord Browne is a non-executive director and where the former chief executive, Hank Paulson - now Treasury Secretary in the Bush administration - is a long-time supporter of green causes. The fund raised questions over Goldman's donation of a parcel of environmentally sensitive land in Chile to green charities connected with Mr Paulson's son - questions to which the bank has answered that it acted appropriately.