Dell Agrees To Corporate Gov Changes To Settle Holder Suit
DOW JONES NEWSWIRES
Dell Inc. (DELL) agreed to initiate corporate governance policies and keep
them in place for four years as part of a tentative settlement of a shareholder
lawsuit.
The computer maker also said it would pay the plaintiff attorneys' fees and
expenses up to $1.75 million.
Shares were down a few pennies at $15.69 in after-hours trading. The stock is
up about 50% this year but is still down 8% from a year ago.
The defendants didn't admit any wrongdoing as part of the settlement.
Among the items Dell agreed to is seeing that at least 60% of the board be
composed of independent directors. The company also required that executive
sessions of independent directors be held during at least 60% of regularly
scheduled board meetings and any other time requested by a director.
The company also will pay for each director to attend an accredited director
education program each calendar year and will provide each director with "
complete and open access" to Dell management and employees without requiring
coordination with the chairman or board liaison office.
Previously, Dell had adopted an executive compensation recoupment policy and
new securities trading policy by the board, established separate accounting and
planning/forecasting functions, established a global team of accountants for
complex revenue recognition matters, developed an accounting code of conduct and
improved information systems.
In addition, the company will improve its ethics training and internal
misconduct reporting and investigation processes and set up an a system for
anonymous employee complaints regarding internal controls or auditing matters.
The suit accused some of Dell's officers, employees and directors of engaging
in insider trading, failing to carry out oversight responsibilities and making
false and misleading statements about the company's business prospects,
financial condition and expected financial results.
-By Kathy Shwiff, Dow Jones Newswires; 212-416-2357; Kathy.Shwiff@dowjones.com
(END) Dow Jones Newswires
09-28-091823ET
Copyright (c) 2009 Dow Jones & Company, Inc.
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