how to create barcode in vb.net 2010 PART THREE The Path to Accountability in Software

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PART THREE The Path to Accountability
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take it seriously. I do not know the answer, but I do believe that as a corporate society we are capable of addressing this issue in some intelligent ways. 5. Board Members and Stock Options. Reconsider granting stock options to the board of directors. This once seemed like an excellent idea. However if options are a questionable incentive for management because they induce inordinately short-term thinking and behavior, then they are doubly questionable for the board, which is supposed to have a longer-term and broader perspective than management. The real question to ask is what combination of retainer, incentives, and stock ownership provides the board with an appropriate longer-term but highly engaged perspective 6. CEO/Chairman Issue. Consider whether the CEO and chairman should be the same or separate individuals. This is a highly debatable and controversial issue and depends on the purpose and roles of the board as illustrated in the Figure 10-1. Many private companies hire independent boards with independent or at least separate chairmen to advise them. One example is the Follett Corporation, the largest
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FIGURE Role of the Board
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Role Review CEO performance and determine CEO pay. Empower, advise, and support CEO. Separate CEO & Chairman or Combined Roles Separate Alternative to Separate Roles Independent compensation committee with independent advisors. Boards staffed with diverse business experts. Strong empowered committees with authority, budget, and agenda. Independent audit and financial oversight committee with independent advisors and budget.
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10-1
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Review the overall performance of the company and the integrity of its financial statements.
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Separate
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CHAPTER TEN Restoring Corporate Integrity
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schoolbook distributor in the country, owned by four generations of one family. The chairman never holds the CEO position. While the CEO runs the company, the chairman manages relationships with the board and the various constituents of ownership, and focuses on the long-term purpose, direction, governance, and oversight of the company. This ends up being a fairly symbiotic relationship with each doing what he or she does best. The chairman does not engage in oversight directly but rather oversees the oversight making sure the board has the proper composition, structure, tools, and advisors. The chairman also institutes regular performance reviews of the board itself. One of the most important aspects of the chairman s job is to manage the process of reviewing the performance of the CEO. 7. Independent Advisors for Compensation Committee. The compensation committee must have the budget and authority to hire its own independent advisors, including compensation consultants, lawyers, accountants, and economists. Good executive compensation is critical to running a company. Given all the decisions a board makes, executive compensation is among the most important and has tremendous impact. Executive compensation is the means by which companies attract and retain leadership. Further it sets the tone for the compensation philosophy, integrity, and accountability throughout the company. What happens at the top flows through the entire organization. Doesn t it make sense, therefore, that the compensation committee should have a large enough budget to do a very thorough, ongoing analysis of executive compensation Since executive compensation is one of main tools with which the board runs the company, shouldn t it have state-of-the-art technology and metrics to measure how well the tool works There is an inherent conflict of interest involving management and many compensation consultants. As the CEO and other executives hire and pay a compensation consulting firm to advise them on their
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PART THREE The Path to Accountability
own pay, management also pays the same firm to advise and inform the board on management s pay. This is hardly a recipe for independent advice and governance. This is further complicated by the lack of independence within the major compensation-consulting firms. In addition to providing compensation consulting, these firms also provide actuarial, benefit, and other human-resource consulting to the same companies. For example, a consulting firm may collect $50,000 to $100,000 in fees for a typical executive-compensation assignment from a corporate client. In addition, that firm would typically receive $1 million or more per year in actuarial consulting fees, and perhaps another $1 million in fees for benefits consultation and services from the same client. If auditing firms are suspect for their lack of independence due to consulting fees, then these compensation firms are equally suspect, if not more so. 8. Stock Price and Compensation. Sever the link between executive compensation and stock price performance. We ve become far too enamored with stock price as the primary means of rewarding executives and the primary measure of company performance. As the boom and bust of the last few years has demonstrated, stock prices can swing wildly, with very little connection to the actions or the results produced by the company s executive team. True, meaningful measures are needed instead. The Conference Board commission suggests measures such as cost of capital, return on equity, economic value added, market share, quality goals, compliance goals, environmental goals, revenue and profit growth, cost containment, cash management, etc. These goals should be directly linked to the long-term strategy of the company. 9. Other Principals of the Company. Recognize that the principal-agent dynamic exists in corporations. However there are other principals than just shareholders. They are employees, customers, communities, and the environment, in whose interests management agents must also act. As I ve said the purpose and mission of a
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