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

Drawing DataMatrix in Software TWO The Sources of the Problem

CHAPTER TWO The Sources of the Problem
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THE ROLE OF BOARDS IN COMPENSATION
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The root of the executive compensation problem is an inherent lack of board independence and a corresponding lack of senior management accountability. As cited in 1, corporate directors are often a network of individuals, many of whom sit on each other s boards. The belief is that people who are successful in one industry bring valuable experience as board members to other, noncompeting companies. The fact that they belong to the same class as the CEO, i.e., corporate leaders with wealth and position, adds a sense of civility and camaraderie. Don t get me wrong. In corporate boardrooms directors discuss and disagree as they hash out the issues before them. But rarely do directors want to deviate from the status quo. They rely very heavily on what other companies do. Far too often boards of directors maintain the accepted norm. In my experience consulting with company management and directors, seldom do I see board members challenging standard practices. In cordial and professional atmospheres they conduct the business at hand but in general avoid the tough and difficult questions. It s as if there is some implied agreement among board members: I won t make you look bad if you don t make me look bad. In the case of stock options, there has been a willingness among boards of directors to go along with what everyone else is doing. If other CEOs and other boards approved it, then it must be okay. Clearly nowhere is the lack of board independence more apparent than in executive compensation. The Conference Board took on the topic with its Commission on Public Trust and Private Enterprise, which included representatives such as Intel CEO Andy Grove and former CSX CEO John Snow (now U.S. Treasury Secretary), former Fed Chairman Paul Volcker, and former SEC Chairman Arthur Levitt, Jr. The Commission shares the public s anger at the misconduct leading to the breakdown of public trust which grew out of the scandals at Enron, WorldCom, and other companies, the commission s report stated. 7 These egregious failures evidence a clear breach of the basic concept that underlies corporate capitalism which is that investors
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PART ONE The Stock Option Problem
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entrust their assets to management while boards of directors oversee management so that the potential for conflict of interest between owners and managers is policed. the commission added. Indeed the corporate scandals and public outrage over the apparent lack of board scrutiny of executive compensation undermines the true spirit of capitalism. In order for capitalism to work, the system must include a clearly defined set of rewards linked to specific goals and targets. When wealth is accumulated only for its own sake rather than a reward for one s labor, ideas, investments, time, and talent, there is potential for abuse. The Conference Board commission noted that there has been a perfect storm in executive compensation a confluence of events in the compensation area which created an environment ripe for abuse, which included lax behavior on the part of some boards of directors. The commission also noted a lack of independence on the part of compensation consultants, who have overly close relationships with management. Compensation consultants are partly to blame for this. We fed endless streams of data to corporate management and boards, showing them in excruciating and sophisticated analytical detail what other companies were doing. Part of the phenomenon was the way in which we presented the data: the practices of the median companies, the practices at the 75th percentile, and the practices at the 25th percentile. By definition half of the companies are always above the median and half are always below. When it comes to compensation, however, no one wants to set standards below the median especially for their executives. Under the tyranny of the median, the bottom half continually leapfrogs into the top half, only to raise the median bar again. This has been particularly true for stock options and long-term incentives, which experienced a meteoric rise from 1988 to 2001, growing by 400 to 600 percent (see Figure 2-1). Compensation consultants are also partly to blame for presenting long-term incentive data only on an annual basis instead of showing the cumulative effect of several consecutive years of huge stock option grants. All these factors add up to what has become an untenable situation. Here s how The Conference Board s commis-
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