NEWTON, Iowa, June 9 /PRNewswire-FirstCall/ -- The Maytag Corporation
(NYSE: MYG) today questioned the company's inclusion in CalPERS' (California
Public Employees' Retirement System) 2004 Corporate Governance Focus List.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000505/MYGLOGO )
Maytag does not belong on the list
This year's annual list includes Maytag among four public companies
targeted by CalPERS' for the 2004 proxy season. Maytag voiced its
disappointment in CalPERS' decision, given the openness with which it
approached the review process. Roger Scholten, Maytag's senior vice president
and general counsel, said, "Many of the companies included in CalPERS previous
Focus Lists have faced regulatory or judicial scrutiny. Maytag faces no such
challenges."
Maytag does not qualify under CalPERS "criteria"
CalPERS on its website claims to have three criteria for inclusion on the
list:
* Relative stock price performance
* EVA performance
* Corporate governance
Maytag believes that its performance relative to S & P and peers as well
as periodic EVA generation in each of the last six years should alone
disqualify Maytag from consideration. As disclosed in CalPERS' fact sheet,
Maytag's one and three year Total Return Performance was significantly above
the S & P 500 Index. By many non-biased evaluators Maytag also ranks high on
corporate governance.
Maytag met with CalPERS
Maytag has discussed these issues with CalPERS on several occasions. In
one daylong meeting at its corporate headquarters, Maytag made available
several members of its board and a number of senior members of the management
team. The company shared public information about its strategies to improve
performance and discussed in detail the concerns CalPERS had about a few
governance matters. Scholten noted, "CalPERS praised Maytag's policy of
linking compensation to financial performance, but included the company on its
2004 Focus List despite the considerable progress made in resolving many of
CalPERS' concerns." Maytag has already adopted (or is in the process of
adopting) several of CalPERS' suggestions in its press release.
ISS (Institutional Shareholder Services) rates Maytag as outperforming 96%
of Consumer Durables and Apparel Group
In November 2003, ISS (Institutional Shareholder Services), which advises
many institutional investors on proxy matters, gave Maytag a CGQ (Corporate
Governance Quotient) of 96%, indicating the company outperformed 96% of the
companies in the consumer durables and apparel group. That ratio remained
unchanged through May 2004. Maytag agrees with ISS that it is in the top
echelon in terms of corporate governance. Here's why:
* Ten of Maytag's 11 directors are independent. The only insider is
Ralph F. Hake, chairman and CEO. All committees except the executive
committee are comprised of independent directors.
* Much of the compensation of the CEO and the senior executive group is
tied to financial performance metrics. There was no CEO bonus payout
for 2003.
* The CEO's long-term (three-year) incentive is tied to return on net
assets and total shareholder return, resulting in a payout in stock,
not cash, for 2001-2003.
* More than half of the CEO's stock options are premium-priced. The CEO
has aggressive stock ownership guidelines that require personal
investment in addition to stock-based compensation awards. Stock
options cannot be repriced without shareholder approval.
* All directors attended the 2004 annual meeting.
* The CEO, senior executives and directors have no loans granted by the
company.
CalPERS announced that it would withhold support for re-election of a
majority of directors (90 percent in 2004) within its U.S. investments,
primarily due to a concern about "conflicts of interest" between directors and
auditors. CalPERS elected not to withhold votes for any of Maytag's directors.
This year, all four Maytag directors were elected by at least 77 percent
of the shares voting-unchanged from 2003 at 79 percent.
Roger Scholten, concluded, "We see no legitimate justification for CalPERS
to include the company on its annual Focus List, which in the past has been
reserved for companies at the 'bottom of the barrel' on good corporate
governance.
"In addition, we believe the criteria applied to Maytag was inconsistent
with CalPERS claimed principles for evaluation. Despite CalPERS' assertions
that this is a performance and governance issue, it would appear that CalPERS'
decision was based solely on shareholder majority vote issues without
evaluating the individual merits and the facts that Maytag presented."
Maytag Corporation is a leading producer of home and commercial appliances
with 12 manufacturing facilities in the United States. Its products are sold
to customers in the United States and in international markets. Maytag
Corporation's Good Governance Facts and other information related to this
press release may be found on Maytag's web site, http://www.maytagcorp.com .
Media Contact: Karen Lynn
Maytag Corporate Communications
(641) 787-8185
karen.lynn@maytag.com
SOURCE Maytag Corporation
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Related links: http://www.maytagcorp.com
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CONTACT: Media, Karen Lynn of Maytag Corporate Communications, +1-641-787-8185, or karen.lynn@maytag.com
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