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CGQ In Detail
[July/August 2005]

How Real Estate Companies Compare to Corporate America
CGQ Rating Criteria
Real Estate Companies Corporate America Difference
Options grant burn rate is less than 1 percent of shares outstanding 63.6% 23.6% 40.0%
Company expenses options 41.0% 9.2% 31.8%
Shareholders may call special meetings 75.1% 44.0% 31.1%
Governance guidelines are publicly disclosed 77.0% 48.6% 28.4%
Outside directors meet without the CEO 77.9% 52.3% 25.6%
Policy disclosed regarding auditor rotation 66.4% 43.6% 22.8%
Performance of the board is reviewed regularly 77.4% 58.9% 18.5%
Governance committee exists 81.1% 64.6% 16.5%
Board controlled by a majority of between 50 percent and 67 percent independent outsiders 55.8% 41.6% 14.2%
Nominating committee comprised solely of independent outside directors 73.3% 60.8% 12.5%
Company does not have a poison pill 76.0% 63.9% 12.1%
Shareholders may act by written consent 67.3% 56.0% 11.3%
Officers + directors ownership as % of shares outstanding is > = 1% and < = 5% 30.0% 20.6% 9.4%
All stock-incentive plans adopted with shareholder approval 92.6% 83.4% 9.2%
Shareholders vote on directors selected to fill vacancies 60.4% 52.6% 7.8%
Majority vote requirement to approve mergers 68.7% 63.0% 5.7%
Fees paid to auditors are strictly audit fees 26.3% 20.8% 5.5%
Compensation committee comprised solely of independent outside directors 79.3% 74.2% 5.1%
The last time shareholders voted on an option plan, ISS deemed the cost reasonable 61.8% 56.9% 4.9%
Directors are subject to stock ownership requirements 18.0% 14.1% 3.9%
Audit committee comprised solely of independent outside directors 88.5% 85.1% 3.4%
There is a policy on outside directorships (4 or fewer boards is the limit) 11.1% 8.7% 2.4%
Chairman and CEO are separated 49.8% 48.0% 1.8%
Annually elected board 48.4% 47.1% 1.3%
CEO serves on the boards of two or fewer public companies 99.1% 98.3% 0.8%
Board cannot amend bylaws without shareholder approval or can only do so under limited circumstances 2.8% 2.2% 0.6%
Board controlled by a supermajority of between 67 percent and 75 percent independent outsiders 10.6% 10.4% 0.2%
A majority of directors have participated in a director education program. 1.8% 1.8% 0.0%
No former CEO on the board 78.3% 78.6% -0.3%
Full board has participated in a director education program. 0.0% 0.4% -0.4%
One or more director (but less than a majority of the board) has participated in an ISS accredited director education program 17.5% 18.1% -0.6%
Executives are subject to stock ownership guidelines 11.5% 12.2% -0.7%
Board controlled by a supermajority of over 90 percent independent outsiders 2.3% 3.4% -1.1%
Dual class capital structure with unequal voting rights 4.6% 5.8% -1.2%
Non-audit fees exceed audit fees 0.9% 2.3% -1.4%
Auditors ratified at most recent annual meeting 63.1% 64.7% -1.6%
All directors with more than one year of service own stock 85.7% 87.3% -1.6%
Shareholders have cumulative voting rights 6.0% 7.8% -1.8%
Directors receive all or a portion of their fees in stock 82.5% 84.4% -1.9%
Non-audit fees are less than audit fees 72.8% 76.8% -4.0%
Officers + directors ownership as % of shares outstanding is < 5% and >= 30% 47.5% 51.7% -4.2%
Board controlled by a majority of insiders and affiliated outsiders 7.8% 12.1% -4.3%
Officers + directors ownership as % of shares outstanding is > 1% or < 30% 22.6% 27.6% -5.0%
Majority vote requirement to amend charter/bylaws 37.8% 44.4% -6.6%
Board controlled by a supermajority of between 75 percent and 90 percent independent outsiders 23.5% 32.4% -8.9%
Options grant burn rate is between 1 percent and 3 percent of shares outstanding 24.9% 37.0% -12.1%
The last time shareholders voted on an option plan, ISS deemed the cost excessive 9.2% 24.8% -15.6%
Options grant burn rate exceeds 3 percent of shares outstanding 11.5% 39.4% -27.9%
Source: Institutional Shareholder Services. Data as of May 1, 2005.


Real Estate Portfolio® is the magazine for REITs and real estate investment.

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