how to create barcode in vb.net 2010 TWO The Sources of the Problem in Software

Creation ECC200 in Software TWO The Sources of the Problem

CHAPTER TWO The Sources of the Problem
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and time-consuming process to try to remove management. Keep in mind that the main reason company management is removed is when it is bad or performs poorly. But antitakeover legislation has removed shareholders main weapon against poor management. By making takeovers more difficult, top executives have become almost untouchable. Even if they are terminated, almost all large public companies provide golden parachutes that give executives three times their salary and bonus, plus special option vesting and payouts and other benefits. There is virtually no financial downside. The deeper problem, however, is that this reinforces a system in which there are many rewards and few consequences. The main tool companies have to motivate executives with is to provide more and more upside. Think about that for a moment. With my dog, a chocolate Labrador named Roosevelt, if I only had treats and no reprimands to train him, it would be a disaster. I d have an illbehaved dog weighing 400 pounds that I d have to carry around in a wagon! Such is the state of executive compensation in America. For every system that provides rewards as an incentive for certain behaviors and actions, there must be consequences and disciplinary actions. For executives, the ultimate discipline is swift removal and without an expensive buyout.
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WHEN EXECUTIVES BECOME OWNERS
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The growing corporate rationale of the early 1990s was that executives could and should become owners. But how could this be done without having to endure the pain and disruption of a leveraged buyout The answer was simple and straightforward: executives would be required to own stock. When that happened executives would go from being loyal to the corporation to becoming loyal to the shareholder. Across Corporate America CEOs and other top executives were required to hold a specified multiple of their salary in stock. It was one of the fastest moving waves in governance at the time. By the mid-1990s more than half of the major publicly traded companies had requirements or guidelines that executives own stock. Companies typically required executives to
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PART ONE The Stock Option Problem
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own two to five times their annual salary in company stock. In the end many of these guidelines were not well enforced. One notable exception is the Xerox Corporation. The company withheld future option grants to executives who did not hold the required amount of stock. These exceptions were few and far between. Nonetheless, stock ownership mandates sure looked good on paper. With the rise of executive stock ownership, corporate success was measured largely by stock price. Ironically it was the rapid rise of stock prices and the market in general that distracted the public eye from monitoring whether stock-ownership requirements were being met. The problem with stock ownership, from the executives point of view, was that it took money out their pockets up front since they had to purchase the shares and often a substantial amount of shares. The answer looked like a panacea: the stock option. It had all the gain of stock ownership without any of the pain. Companies did not have to pay for the stock options granted to executives. Executives did not have to put up any money to receive them. The options gave the executives a financial interest that was similar but not the same as true ownership. Not surprisingly stock option grants became the fastest growing component in executive compensation packages. Many companies even allowed executives to count options as part of their stock ownership, which took the teeth out of the requirements. Adding fuel to the fire of stock option grants was Section 162(m) of the Internal Revenue Code, part of the antigreed legislation passed in 1994. Section 162(m) capped an employer s annual deduction for the compensation of its top executives at $1 million in cash, unless certain criteria were met. Stock options, however, were exempt from the Section 162(m) salary cap, as long as they were part of a plan approved by shareholders. Since shareholders approved virtually all corporate stock option programs, large stock option grants proved to be an effective way to skirt Section 162(m) limitations and give large compensation packages to executives. Stock options looked like financial manna from heaven in the 1990s so few people stopped to wonder what price was being paid for them. Yes they were free under current accounting. But they still carried a tremendous hidden cost to the company.
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