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— The board is "very unresponsive to shareholder concerns," says Kinczewski. "They consider most shareholder proposals 'precatory' -- that's a word that is the opposite of 'mandatory.' 'Precatory' sounds sexual." Yeah, it sounds as if shareholders are getting screwed, although Kinczewski sees signs that things might improve.

Kline asserts, "Our accounting has been very transparent. In many cases we are ahead of our industry in making disclosures to investors."

Not all are impressed. Paul Justice, analyst for the research firm Morningstar, says that losing the $24 billion lawsuit over alleged price-fixing in 2000 and 2001 could force Sempra into bankruptcy. That's unlikely, but even a much lower payment could hurt, he says. He, too, is worried about governance: "The board of directors has hijacked control of the company by routinely ignoring majority shareholder votes," he comments in a written report. The board's "running away from the issues" and not addressing the dangerous lawsuit "lead us to question the board's prudence." He also points out that one of the diversified businesses, energy trading, is risky. In fact, much of Sempra's trading profits come from a company it bought from Enron. Justice would avoid the stock until the "lawsuit is put to rest."

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