As the (somewhat rowdy) General Meeting of Carrefour drew to a close, the Chairman of the Board of Directors informed shareholders that he was stepping down as Chairman of the company and that the position of Chairman and Chief Executive Officer would be entrusted to the CEO, Mr Lars Olofsson. A final instalment worthy of the greatest corporate sagas where, since the death of Chairman-CEO Mr Paul Louis Halley and the decision by the founding families not to renew their shareholder pact, shareholders have witnessed a chain of events without reacting, particularly when two minority shareholders, the Arnault Group and Colony Capital, took control of the company with less than 10% of the share capital.
When the economic crisis struck the Carrefour Group, one strategic change of direction and new management team followed another, with an impression of purely financial decisions in light of the uncertainties weighing on the successive strategies implemented: two years ago, the idea of selling off the non-strategic subsidiaries (Brazil and China) was raised and today Brazil has become a strategic issue…
These events which place one of the flagships of our recent entrepreneurial history in turmoil clearly demonstrate, if proof were needed, the difficulty of capital development when the Board of Directors does not have the legitimacy to support the development of governance. And it is precisely a crisis of governance that has been on everyone’s lips now for several years at Carrefour. A crisis that has gradually shown its face over a number of years and which has demonstrated the inability of the Board of Directors to implement a clear strategy with a medium/long-term vision.
The sizeable number of minority shareholders in Carrefour’s capital makes it difficult for a grouping of shareholders to emerge who would have been able to counterbalance the decisions taken from a financial stance by shareholders who have little experience in the large-scale retail sector.
This raises the issue of the ability of shareholders, whether institutional or private individuals, to support an executive management weakened by a minority shareholder set on taking rampant control of the company. Yet, the directors are elected by shareholders and they could have and still could vote against the election or the renewal of some directors who do not represent the interests of all shareholders. Very few investors these days dare to vote against a director in a General Meeting, despite the fact that this is where the Board of Directors, sovereign in its decisions, is constituted.
Clearly, Carrefour is in need of a new Board of Directors capable of supporting its development. Would a solution be forthcoming from Brazilian shareholders if they were to become the main shareholders in Carrefour?
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