Wednesday, September 01, 2004 Together With Media Miscellany September 1, 2004
Poster Child
Wanted Poster
A special report of a committee of [the] board [of Hollinger International] . . . released yesterday, harshly criticizes some [Hollinger] directors but essentially clears others, saying they were entitled to assume that others were paying attention to what was going on.
The Hollinger board was studded with political heavyweights chosen by Lord [Conrad] Black, a Canadian who became a British peer after Hollinger took control of the Telegraph newspapers in London.
Among them were Henry A. Kissinger, the former secretary of state, and Richard N. Perle, who was assistant secretary of defense under President Ronald Reagan and is the former chairman of a Pentagon advisory board. […]
The report lets most of the directors off with little more than a mild rebuke for not having shown much curiosity in how the business was run. The members of the audit committee during the years when Lord Black was taking out hundreds of millions of dollars in cash draw harsher criticism for their passiveness, but the director who is excoriated in the strongest terms is Mr. Perle. [Emphasis added.]
His many and varied roles at Hollinger seem to have aroused questions even from Lord Black -- a man who knew conflicts of interest if anyone did. In one case, Lord Black is said to have sent a letter to Mr. Perle, questioning the conflicts. There is no record of whether Mr. Perle answered the letter, the report says, and nothing seems to have been done about the issue.
Mr. Perle was chairman of Hollinger’s Internet investing subsidiary, which lost lots of money. But he and other insiders had an unusual deal that gave them a share of profits from good investments without requiring those amounts to be offset by losses from bad investments.
Mr. Perle collected $3.1 million through that deal -- payments that the committee said were not fully disclosed to shareholders, as they should have been. By the committee’s account, Mr. Perle was responsible for $63.6 million in Hollinger investments, on which the company lost a net $49 million. […]
Mr. Perle was one of three members of Hollinger’s executive committee, and the closest thing to an outsider on that committee. The other two members were Lord Black and F. David Radler, Hollinger’s chief operating officer at the time.
“Perle’s own description of his performance on the executive committee was stunning,” the report states. For example, he said the committee never met but that from time to time he would get a package of documents to sign. He also said he never discussed the documents with the other committee members and often did not bother to read them before signing. [Emphasis added.]
“It is difficult to imagine a more flagrant abdication of duty than a director rubber-stamping transactions that directly benefit a controlling shareholder without any thought, comprehension or analysis,” the committee report says. “In fact, many of the consents that Perle signed as an executive committee member approved related-party transactions that unfairly benefited Black and Radler, and cost Hollinger millions.” Why the eerie ring of familiarity to all that? Oh, I remember now, nearly 1,000 Americans killed in Iraq. [Note: Additional items may be posted to “Political Notes” after initial publication but only on the day of publication, excluding post-publication addenda. Such items, when posted, are designated by an asterisk.] The Rittenhouse Review | Copyright 2002-2006 | PERMALINK | |
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