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Rail News Home CSX Transportation

10/16/2007



Rail News: CSX Transportation

CSX should implement seven measures to improve corporate governance and financial performance, TCI says



A major stockholder recently sent a letter to CSX Corp. board members urging the board to implement certain measures to improve corporate governance and boost business performance.

Children's Investment Fund Management L.L.P. (TCI), which owns 17.8 million, or 4.1 percent, of CSX shares, called on the board to:

• Separate the chairman and chief executive officer roles — which is considered a corporate governance “best practice” — because Chairman and CEO Michael Ward's interests aren't aligned with those of shareholders, TCI believes;

• Install new independent directors on the board, which has "virtually no railroad management experience," and effectively is "unable to challenge management" and provide appropriate oversight;

• Amend CSX bylaws to allow shareholders to request special meetings;

• Align management compensation with shareholders' interests, such as by tying long-term compensation to returns on capital rather than the operating ratio;

• Present a detailed plan to improve operations with specific long-term operational and cost targets because CSX's operational and financial metrics are "last or near last" among the five major North American railroads;

• Justify the 2007-2010 capital spending plan that "puts at risk CSX's ability to invest long term" and limits access to capital; and

• Improve relations with labor, shippers and shareholders.

In May, TCI partner Snehal Amin criticized CSX management and claimed the railroad's stock was significantly undervalued during a keynote address at Bear Stearns Global Transportation Conference in New York City. A London-based asset manager, TCI manages The Children's Investment Master Fund.


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