Tribune inducted into Hall of Shame

It's the annual Calpers rundown of companies that have failed in the area of corporate governance and financial performance. Ten other companies made it on the list: Marsh & McLennan Cos., Eli Lilly & Co., Sara Lee Corp., International Paper Co., Corinthian Colleges Inc., Tenet Healthcare Corp., EMC Corp., Dollar Tree Stores Inc., Kellwood Co. and Sanmina-SCI Corp. Tribune gets dinged for financial performance, but there's also the corporate governance stuff:

--Concern over high level of anti-takeover defenses -- the company would not agree to the following: 1) Seek shareowner approval to remove the company's classified or "staggered" board structure; 2) Remove supermajority voting requirements that pertain to the articles of incorporation and bylaws, and; 3)Adopt a policy that requires shareowner approval for existing or future poison pill.

--Would not agree to implement majority voting for directors.

--Would not agree to adopt a clawback policy to recapture bonus and incentive payments in the event of officer fraud or misconduct.

--Would not agree to seek shareowner approval when the present value of an officer's severance exceeds 2.99 times base + bonus.

"The companies on this list are the poster children for bad performance and bad corporate governance,'' said Rob Feckner, Calpers board president. "The long-term performance of these companies is at least 20 percent behind their peers, and they have resisted appeals to change corporate practices that make their boards unresponsive to shareowner interests" Calpers has $230 billion in assets, so it has enough muscle for companies to take notice - as happened a few years back when Disney was called to task for its board structure. Of course, should Tribune go private - through Sam Zell's ESOP or its own restructuring - it won't have to worry about Calpers kicking it around anymore. Calpers release