Adviser identifies flaws in Google corporate governance

Google, the internet search company that made its stock market debut last week, has the worst corporate governance of any company…

Google, the internet search company that made its stock market debut last week, has the worst corporate governance of any company in the S&P 500 index, according to an influential proxy adviser.

Institutional Shareholder Services, which advises investment institutions on how to exercise their votes, identified 21 weaknesses in Google's governance practices.

The flaws include having too few outside directors and a capital structure that gives effective control to insiders.

In the run-up to Google's initial public offering, Mr Sergey Brin and Mr Larry Page portrayed the company they founded as unconventional and idealistic. The company motto is: "Don't be evil".

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However, ISS assigned Google a "corporate governance quotient" of 0.2 out of a possible 100, close to zero and lower than any other S&P 500 company.

"I'd say those numbers sound pretty darn evil," said Mr Patrick McGurn, senior vice-president at ISS.

Mr McGurn said that other factors contributing to the very low score included a compensation plan that allows the company to reprice stock options if the stock price falls and a lack of stock ownership guidelines for executives or independent directors.

He also pointed to recent "related party transactions", including loans by the company to insiders.

The weeks running up to Google's IPO were marred by a series of disagreements with the Securities and Exchange Commission.

The SEC is still looking into an interview that Mr Brin and Mr Page gave to Playboy magazine, the adult publication, that could have violated the regulator's rules relating to the "quiet period" before a securities offering.

Some institutions decided not to participate in the IPO because the company chose to offer shares through an unusual "Dutch auction".

TIAA-Cref, the teachers' pension fund that is one of the largest US investors, said that any bid would be at a price discounted to reflect concern about Google's dual-class share structure and other governance issues.

Academic research has found that companies with dual-class share structures which typically offer preferential voting rights to insiders are usually valued by the stock market at a discount to their peers.

Google is expected to be included in the S&P 500 when the composition of the index is next revised.

The company's stock closed on Friday at $108.31, up from the $85 at which trading started on Wednesday and valuing the company at $29 billion.