Baan shareholders slam non-exec packages

Board ignores criticism

Fireworks are banned in the Netherlands (except for New Year's Eve) but you wouldn't have known it at a recent Baan shareholders' meeting.

According to a report in NRC Handelsblad, Jan Baan, who last year was forced to resign from the board, snatched the microphone from a critical private shareholder to take part in an argument about a remuneration package for the Commissarissen (a committee of non-executive directors which advises the board).

The Commissie Peters (a separate advisory body that advised the Baan board about corporate governance during the recent troubles) opposed the non-execs getting paid $30,000/year and 50,000 call options each year(the shares are languishing at Euros 7.85). Many shareholders also opposed the package, for the same reason as the Commissie Peters. They fear that Commissarissen members may not be quite so independent with their advice, if they receive too much money. The board decided to ignore both groups and reward the non-execs as planned.

Jan Baan told the shareholders that "the reward is peanuts if you compare it to McKinsey's bill last year". Baan is still sore to be just a shareholder, albeit an influential one: "There's a part that hurts," he said. The options will be reviewed by the shareholders before the next AGM.

Even for a country where English is very widely spoken, it was most unusual for the meeting to be conducted in English, a decision that did not please some shareholders who found it harder to express their anger in a foreign tongue. ®

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