Trian to Launch Proxy Fight Against P&G

Investor Nelson Peltz

Investor Nelson Peltz plans to launch a fight for a board seat at Procter & Gamble Co.PG 0.46% , in an effort to jolt the consumer-products giant whose sales and profit growth stalled, according to people familiar with the matter.

The move would make P&G , PG 0.46% with a market value of $222 billion, the largest company ever to face a proxy fight. Should Mr. Peltz’s Trian Fund Management LP win, which is far from guaranteed given how much support it must gain from other shareholders, it would mark a new milestone for a shareholder-activism movement that has shaken up some of the biggest U.S. companies in recent years.

Trian, which owns roughly $3.3 billion of P&G stock, will seek a single seat for Mr. Peltz in a shareholder vote at the company’s annual meeting, likely in October, the people said. It is expected to disclose the campaign Monday, they added.

After nearly five months of discussions, P&G last week rejected a demand from Trian to name Mr. Peltz a director, the people said, setting the stage for what could be months of public debate over how to get the maker of everything from Tide detergent and Gillette razors to Pampers diapers on a stronger growth trajectory.

In a statement, P&G said: “The Board is confident that the changes being made are producing results, and expresses complete support for the Company’s strategy, plans, and management.”

P&G’s sales growth has been lackluster amid a sluggish global economy, pricing pressure and competition from well-funded startups. It faced an earlier activist approach from William Ackman and has cycled through leaders as the stock price has lagged.

P&G shares have underperformed the S&P 500 and the consumer-staples group for the past 10 years. They have returned about 4% to investors over the past 12 months, including dividends, compared with a 16% return for the S&P 500.

Trian and P&G agree on some steps the company needs to take, such as cutting costs and restructuring management, and the investor supports Chief Executive David Taylor and the company’s 11-person board. It isn’t seeking a breakup as some analysts have speculated since the investment was disclosed in February.

Trian has told P&G if it were to win a seat at the annual meeting, it would seek to renominate whoever lost, the people said, expanding the board by the one seat.

Still, Trian believes P&G has failed to move fast enough to arrest its market-share losses and convert cost cuts into profit, questioning the credibility of the company when it comes to carrying out promises.

“We need a game-changing attitude at P&G,” Mr. Peltz said in an interview. “We just can’t keep going along the same path,” he said, adding that he sees the board as well-intentioned.

Since Mr. Taylor took over in November 2015, P&G has moved to restructure management responsibilities, bring in outside talent, drop brands and cut some $10 billion in annual expenses by 2021. That’s on top of the $10 billion the company says it already eliminated since 2012—by cutting 24,000 jobs globally, shedding 14 factories and more than 100 brands to refocus on its most lucrative businesses.

Yet sales and profit growth have remained elusive. The company reported earnings of $13.4 billion for its fiscal 2016, slightly less than the $13.8 billion it notched five years earlier. Organic sales growth, a closely watched metric that excludes acquisitions or divestments as well as currency swings, has been stuck between 1% and 3% in recent years, well below prerecession levels. In the March-ended quarter, organic sales rose just 1%.

Mr. Taylor has said the company was failing to deliver and “we need to bring our standards up.”

Trian will need to garner widespread investor support to succeed. Even though the investment is its largest ever and the fifth-biggest P&G holding overall, it still amounts to only about 1.5% of the company’s market value.

Trian will have to convince investors that Mr. Peltz’s experience—and stock gains—at consumer giants like Mondelez International Inc. and H.J. Heinz Co. —recommend him for a board stacked with well-known business leaders.

Those arguments didn’t persuade P&G’s board in private discussions. Over roughly half-a-dozen meetings and conversations, Trian laid out its concerns while P&G detailed its own views, but the sides didn’t come to an agreement, the people said.

Last Tuesday, in a meeting with several directors and Mr. Peltz, P&G said it wouldn’t give him a seat and that it wanted time to prove management could boost results, the people said. The board also refused to commit publicly to adding Mr. Peltz if the company missed its targets this year, they said.

The activist is focused on the structure of P&G’s leadership. Historically, there have been executives who run business units and others who are in control of sales and marketing, which Trian argues clouds who has ultimate responsibility for profits.

Mr. Taylor has looked to address this concern already. Regional units have been handed more autonomy in bringing their products to market and executives say profit-and-loss responsibility now lies at the feet of category leaders.

Trian also zeroed in on P&G’s costs, questioning how a market powerhouse that commands prices far exceeding those of rivals, on average, doesn’t have the best profit margins.

P&G has increased operating profit margins, to 20.6% last year from 19.1% in 2011, and says it ranks third in the industry—behind competitors that also charge high premiums. It has said the $10 billion it will cut by 2021 will come from reducing billions in spending on packaging, supply-chain costs and marketing.

Trian says the previous $10 billion in cost cuts didn’t translate into profit growth even after taking into account surging foreign-currency costs and it wants to ensure the current plan increases the bottom line.

“We can’t have what happened last time happen again,” Trian co-founder and Chief Investment Officer Ed Garden said in an interview.

Top 5 Reasons to Protect Your Site Against DDoS Attacks with Incapsula

Business Impact of DDoS Attacks

Online security continues to be a concern for all organizations. Not only is it top of mind for WebOps teams to keep their websites protected, but it’s important for their customers to feel safe as well.

A distributed denial of service (DDoS) attack can make websites unavailable triggering many additional issues. By flooding your online resources, a DDoS attack will cause site outage, ruin your brand reputation, disrupt your revenue intake, and compromise sensitive data. And, the mitigation process can also be costly.

Business Impact of DDoS Attacks - Number of Visitors Blocked from Your Website

Below are five reasons to protect your website from a DDoS attack.

Website / User Disruption

Creating the best user experience includes offering website availability and performance. However, with the proliferation of web threats no website can guarantee 100 percent uptime.

When cybercriminals target a website, they use botnets to unleash a flood of unwanted traffic and overload a site. By pounding the network with a sudden influx of traffic, many sites that cannot scale experience outages.

Being prepared for some type of downtime caused by a DDoS attack can go a long way in the event of an attack. WebOps teams deploy the following three security measures to keep their sites running smoothly.

  • Load balancing – avoids overloads by optimizing resources
  • Database caching – helps achieve efficient scalability and performance
  • CDN – Content delivery networks provide speed and high performance to end-users

Site Scraping / Vulnerability Scanning

Bots or software programs drive the internet. The good ones are legitimate applications that perform helpful, routine internet tasks such as search engines and site health monitoring.

Malicious bots, on the other hand, can do a lot of damage such as extracting large quantities of data from unprotected sites for competitive advantage. With site scraping not only can you lose proprietary data, but the activity slows down your website to unacceptable levels.

Similarly, vulnerability probing detects security gaps in networks. The connected devices you use at home, for example, are highly susceptible to these automated scans. Vulnerability scanning will reach out and identify unsecured personal routers, TVs, DVRs and other IoT devices to infect.

You may not be the prime target for one of these scans and subsequent botnet attacks, but once your network has been compromised, it can help launch a massive DDoS attack on a high-profile target.

Revenue Loss and Reputation Damage

Cybercriminals are constantly looking for ways to disrupt business and access customer data. They often use a DDoS attack or web application attack to start the attack. E-commerce and other organizations that rely on websites for revenue suffer when they are unavailable or hacked.

If your organization depends on PCI compliance, you’ll need to find a service that protects both the data and your site

Data Breach

Data breaches are often in the news. Users whose private and professional information are leaked are vulnerable to identity theft as it is often difficult to contain.

Data theft may begin when hackers use a structured query language (SQL) injection with malicious code to “query” and hijack databases. Once in control, a hacker has easy access to personal data never intended for public viewing. This content may include sensitive data, user lists, intellectual property and personal identifiable information (like credit reports, and social security numbers).

Distribution spam is another popular way for criminals to cast a wide net to harvest users’ personal information. These spambots collect email addresses and reach out to unsuspecting individuals hoping to receive data as a result.

Cost of Mitigation

If your website is hit with a DDoS attack, the cost of mitigation can be high. Forty-nine percent of all DDoS attacks, for example, last between 6-24 hours (many last for a week), and it costs roughly $40,000 per hour to mitigate the damage.

How to Combat DDoS Attacks

DDoS attacks have a large impact on the entire company, including IT, security and risk management and customer sales groups. There are ways to protect yourself against an attack.

Plan Ahead

We recommend building a plan to determine what to do in the event of a DDoS attack. Our “Network Ops DDoS Playbook” covers the different types of attacks and helps you plan your next steps.

Test your Network

Stress testing or checking the resilience of your network can help you assess how prepared you are prior to an attack. Use our DDoS resiliency score calculator to check the health of your security.

Choose a Security Solution

Select a security solution that can detect malicious traffic, determine mitigation options and scale in case the attack persists or grows.

Incapsula offers DDoS protection and a web application firewall to protect your assets in the cloud. To find out more, check out our plans and find out what works for your organization.

[“Source-smallbiztrends”]

Kaspersky Unveils New Tech to Protect Against Audio Spying

Kaspersky Unveils New Tech to Protect Against Audio Spying

To help people protect themselves from the threat of audio surveillance, Russian security software firm Kaspersky Lab has developed a method to counteract unauthorised access to microphone data on Windows devices.

The patented technology filters internal commands sent to, or received by, the Windows Audio service and indicates the creation of each new audio stream by any application.

It then uses Kaspersky Lab’s ‘Application Control’ feature, which categorises all programmes depending on their reputation, content and manufacturer.

If it recognises that an ‘untrusted’ or ‘low/high restricted’ programme is trying to access the microphone, the request is immediately blocked, the company said on Thursday.

“When it comes to audio protection, the main difficulty in the development of this technology was the existence of an audio stream multiplexing system within Windows so that several applications can record sound simultaneously,” added Alexander Kalinin, Senior Security Researcher at Kaspersky Lab.
“However, this problem was resolved easily with help of our rich kernel driver infrastructure, which includes a mechanism to control commands between Windows services,” Kalinin, who was involved in the research, said.

The method is used in the company’s flagship home solutions – Kaspersky Internet Security and Kaspersky Total Security.

Till now, no other security solutions on the market have integrated technologies to protect microphones from malicious access, the statement added.

Audio protection is part of the ‘Privacy Protection’ set of technologies included in Kaspersky Lab’s home security solutions.

It also contains Webcam Protection – which notifies users about access to their integrated or connected webcam – and the Private Browsing feature, which blocks any attempts to collect data on users via a web-browser.

 

 
[“source-gadgets.ndtv”]

SC refers Delhi’s pleas against HC verdict on LG to Constitution Bench

SC refers Delhi's pleas against HC verdict on LG to Constitution BenchSatya Prakash

Tribune News Service

New Delhi, February 15

The Supreme Court (SC) on Wednesday referred the dispute between the AAP government and Lieutenant Governor over their powers and jurisdiction to a Constitution Bench, saying it involved important questions of law.A Bench headed by Justice AK Sikri, however, did not frame the issues to be considered by the Constitution Bench.

(Follow The Tribune on Facebook; and Twitter @thetribunechd)

It said the parties were free to approach Chief Justice of India JS Khehar to seek an early setting up of the Bench for speedy disposal of the matter. The AAP government and LG have been involved in a bitter power tussle over who controls various departments in Delhi. The Delhi High Court had on August 4 last year declared that LG was the boss in the capital.In a setback to the Arvind Kejriwal government, the Supreme Court had refused to stay the Delhi High Court’s verdict declaring the LG the administrative head of Delhi. It had also declined to stop functioning of a three-member panel set up by LG Najeeb Jung to scrutinise 400-odd files relating to decisions taken by the AAP government without his concurrence.Following the HC order, ‎the appointment of 21 parliamentary secretaries was also declared illegal for want of LG’s approval. The AAP government had accused the LG of acting like an employee of the Centre. “A piquant situation has emerged in Delhi due to the Delhi High Court’s August 4 judgement, which had held that all decisions of the elected government have to get prior approval of the LG,” it had said.In its August 4 verdict, the HC held concurrence of the LG in administrative issues was “mandatory”. The high Court had rejected the AAP government’s contention that LG was bound to act only on the aid and advice of the Council of Ministers with regard to making of laws by the Legislative Assembly under the Article 239AA and termed it was “without substance.”However, it had agreed with the AAP government’s submission that the LG will have to act on its aid and advice in appointment of‎ special public prosecutors.

[“source-smallbiztrends”]