1) How do we reform the boardroom in this country to reflect actual market forces?QUOTE(Amlord @ Oct 20 2005, 05:36 AM)
Market forces are supply-and-demand forces. CEO's (as only a select subset of "board room executives") are rare. They are in high demand. Low supply + high demand = high cost. That is the classic example of market forces.
If a company feels that it is being shortchanged by its CEO, then it is the board's job to replace him. The board itself does not run the company, it simply selects the management team. It then supervises reports to stockholders. Basically, it is the stockholders' representative in managing the company.
Now, there may be a difference of opinion about how good of a job a particular CEO does. That is the individual board's job to correct. Wall Street is the ultimate market force and if Wall Street perceives a company's management team as weak, the stock price suffers and the CEO suffers.
All true. I can only really answer this question myself in the light of the British boardroom, which I've had a god deal of contact with (but not yet had the honour of serving on any).
The market forces argument is the root justification for board members earning more than the cleaners on the factory floor. It would be an odd world indeed if the cleaner earned more than the CEO.
But board income inflation tends to exceed general wage inflation, which is a reason why the much-talked-about "gap between rich and poor" has widened significantly.
Shareholders are asked to vote at company AGMs to appoint (or reappoint) board directors. But, significantly, they tend NOT to themselves set remuneration packages. Instead, a board subcommittee, the remuneration committee, determines the salary, bonus and share options for each board member, and agree the performance criteria required to receive them.
AGMs and therefore stockholders, if they are consulted at all, are presented with these proposals as
faits accomplis and are not usually given alternative structures. More usually, remuneration packages are reported retrospectively in the annual report.
So, by the time anyone knows Fred Ceo got far more money his performance deserved, he's already tucked the cash into a tax haven and the share option certificates are maturing gently in his safety deposit box. And if we sack him, his one-year rolling contract means we have to pay him the same amount again - including another raft of stock options - to get rid of the guy.
And, in Britain at least, the problem with "the market will decide" argument is that "the market" can be very small indeed. What happens all too often is that board members take multiple directorships. The CEO of Company X might have non-executive directorships at Company Y and Company Z. Since executive directors sitting on their own remunerations committee would clearly constitute a conflict of interest, the members are usually drawn from non-executive directors.
The trouble is, Fred Ceo from Company X sits on the remuneration committees of Company Y and Company Z. And Fred's own remuneration committee consists of Gary Boss (CEO of Company Y) and Carl Chief (CEO of Company Z), who are both non-executive directors of Company X. It doesn't take a genius to work out that there is a temptation to put upward pressure on remuneration as a non-exec in the hope that you'll benefit from it as an exec director back your the home company, in a back-scratching exercise.
"The market will decide" would certainly argue for
high salaries for executive board members (who are, by the way, and at least in Britain,
always members of the most senior management team, though not usually the only ones), but unless there is a demonstrable shortage of directors - evidenced by lots of long-term boardroom vacancies? - there would be
no reason for the inexorable above-inflation increases that we routinely see if rewards were purely a function of the market.
So, to answer the dbate question at hand, I think a big positive reform in board practices would be somehting that prevented mutual back-scratching of remuneration committees. Perhaps a simple ban on executive board members being a non-executive director at any company which provides non-exec directors to their own. Maybe even a ban on holding more than one directorship at a time, except perhaps within the same holding company, and perhaps only on executive directors, since once they retire their skills and experience are still very useful as non-execs.
2) Should CEO's and Boardrooms be held more accountable for their fiduciary responsibilities- instead of the current system of no real responsibility of all, outside of outright fraud?QUOTE
The board does not prepare financial reports. That is the management team's responsibility. Ultimately, it is the CEO's responsibility. To oversee the CEO and CFO, company's hire independent auditing firms. These firms are supposed to detect fraud, but of course they are also sometimes fooled.
CEO's and CFO's are liable for their company's financial statements. Not financially, but criminally. This was signed into law by George W. Bush, the Sarbanes-Oxley of 2002.
Amlord is quite right on Sarbanes-Oxley. It is a
huge step in the right direction in corporate financial accounting (if not in some other potentially troublesome areas), and the USA is WAAY ahead of other countries in this regard.
I think, in America at least, there is no current need to tighten this aspect of business regulation, since SOX has already done it. It's still a relatively new bill, so should be allowed to settle in until it becomes clear what, if any, loopholes are left.
Here in Britain, while companies that trade in the USA have to comply with SOX, most businesses fobbed off the UK government with bland assurances that "we've never had any instances of corruption on the scale of Enron, so there's no need for additional regulation". Displaying astonishing credulity and the memory-span of Alzheimic goldfish - BCCI? Barings Bank? - the British government accepted this blatant nonsense and allowed UK accountancy businesses to continue in their cosy self-regulation.
So the answer here is the opposite - yes, we should make boardrooms more accountable for fiduciary matters, because current UK law lets them get away with plenty short of outright fraud.
3) Should publicly traded companies face the same risk for the managers as a privately owned corporations- i.e.- if the company goes bankrupt, there is some of the same pain as an entrepreneur would have- some losses?QUOTE
No. Anyone with a passing interest in business structures knows that there are basically three types of companies: entrepreneurships (or sole proprietorships), partnerships, and corporations.
In the first two, the business is an extension of the personal property of the owner(s). There are both benefits and negative consequences for this. Income is only taxed once (as personal income). However, the owner is personally liable for any losses incurred.
In a corporation, the business is a separate legal entity from the owner(s), even if it is wholly owned by one person. The corporation pays taxes as a distinct entity on its profits. The owner(s) pay separate income taxes on any dividend income and capital gains that result from ownership.
Losses occur in a corporation when the stock prices drop. A stock price drop IS a personal loss if part of the compensation package is company shares (which it often is). In addition, stock price dips make stock options non-profitable and useless. Stock options are often a big part of an executive's compensation package.
I assume that you are employing a specific meaning of "losses" here, since the usual business usage of "loss" - a negative profit - bears only coincidental relation to the stock price of the business. If the market has been pre-briefed to expect a loss, and the actual loss matches the predicted sum, the stock price can often go
up depending on whether the business and the markets expect the trading position to improve.
And the converse also implies - a company might make a record profit, and still see their stock price drop (for example, because of some kind of takeover implications, or perceived future weakness, or just because the market is jittery that day).
QUOTE
Thus, the CEO of Delphi (for example) will certainly lose a great deal of compensation that he might otherwise have gotten if the stock price had gone up instead of dropping like a stone.
Well, I assume here you're talking about the value of stock options - where an executive or other manager is given the option to purchase stock at a specified price at in predetermined future period.
Given that stock options are usually awarded at a healthy discount to the market price on the day they are awarded, it's certainly
possible that a big fall might go below the discounted price and make the Delphi CEO less money than he would have had to pay to exercise the options.
But then, he has the option not to exercise the Option, doesn't he? He doesn't HAVE to buy the stock at all.
He'll only LOSE money if he spends money on options he already knows are worth less than he's paying for them
and then sells them before the price rises to put him back in the black, in which case it's not so much market forces as rank stupidity that are going to cost him money.
He might well lose the opportunity to MAKE money, but, unless he's an idiot, he need not LOSE a single cent.
QUOTE
Those are market forces. I assure you that no one is going to take a job where they may end up having to pay to be employed there. CEO's lose their job just as often as other employees--probably more often.
This I agree with - CEO turnover can be quite high compared to other levels, especially in market sectors that are generally struggling (for example high street retailing in the UK, steel manufacturing outside China & India, and so on).
While it is a fact, one thing I don't quite understand is how a CEO can be sacked for poor performance at one company, then reappear a few years later (often on more money) somewhere else. There are a few CEOs who have done this multiple times, and the market STILL thinks that they are worth the money. The logic of this eldues me - after all, a mistake may only be a mistake if you make it twice or even three times, but if you mess the same thing up five or six times, surely is speaks more about your own incompetence? So why are such people even given house room at this level.
(I can dig up examples if required, though they'll all be British, I'm afraid; I can't honestly say that I know this happens in the USA, though I'd be surprised if it did not. Even SOX is still quite new.)
QUOTE
The fact that CEO's fail ironically makes the job of CEO even more in demand. Of course, I doubt Ken Lay will be offered a job as a CEO anytime soon.
Of course, because even failing CEOs make pots and pots of money. Who wouldn't take a job they can't possibly lose out in, no matter how bad they are at it? Especially if they think that they can get away with it more than once.