The €188bn Dutch asset manager PGGM wants four top-ranking officials at US property investor American Realty Capital Properties (ARCP) to step down to fully “clear the deck” in the wake of an accounting scandal.
In a letter, PGGM asked interim chairman and chief executive William Stanley, director Thomas Andruskevich and board members Leslie Michelson and Edward Rendell to follow the example of the other board members and chairman Nicholas Schorsch, who resigned in December.
In January 2014, PGGM took a 1.3% stake in ARCP, a real estate investment trust (REIT) that manages €21bn of real estate assets.
Maurice Wilbrink, spokesman for PGGM, said: “Last October, it became clear ARCP had deliberately made inaccurate financial statements, leading to a one-third drop of its market value.
“During the first quarter, it made an accounting error, which had deliberately not been reported over the second quarter. Both quarterly reports have to be revised now.”
ARCP allegedly overstated its revenues by more than €20m, while understating losses.
The US financial services watchdog SEC is investigating the case.
According to Wilbrink, engagement with the company left PGGM with the impression the ARCP board wanted to stick with its current management, and that it would not address “weak corporate governance”.
He illustrated ARCP’s governance with the example that, in 2013, two-thirds of its shareholders rejected the proposed remuneration for management, but that the board had totally ignored this – albeit non-binding – outcome.
In PGGM’s opinion, to regain shareholders’ confidence, every board member with ties to Schorsch must leave, and a fully independent board must select a new chairman and chief executive.
It added that a transparent appointment procedure for all officials should be supervised by a new board candidate to be nominated by the shareholders.
PGGM has urged fellow shareholders to address ARCP directly on the issue.
The asset manager has been investing in US listed property since 1995 and is currently holding a €6.5bn stake in US REITs.
