how to create barcode in vb.net 2010 TEN Restoring Corporate Integrity in Software

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CHAPTER TEN Restoring Corporate Integrity
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Delves: What are some of the key issues in corporate governance and executive compensation Biggs: One of our hot buttons is there ought to be a performance standard for stock options. Delves: I totally agree with you. Once we start having to expense stock options, then we can put in performance criteria because we won t be penalized for doing it. Some executives and boards may say, to heck with that. Let s go for something more straightforward. If that occurs, then we re going to end up with performance-vesting restricted stock, cash plans, and other incentives that are based on fundamental financial performance. Speaking of expensing stock options, you sit on the board of Boeing, which was one of only two companies that chose to expense stock options several years ago. Biggs: When I came on the board, they had already made that decision. I was celebrating and saying, Hurrah! It s a great thing to do. Delves: Another question on the topic of corporate governance. What do you think about the role of the CEO today Biggs: I think the CEO job is complex and difficult. As one of my colleagues, Dolph Bridgewater, the former CEO of Brown Group, always says, No great company was created by corporate governance. Great companies are created bygreat leaders. That s usually the chairman and CEO of the company. Delves: Do you think that American companies should have a separate chairman and CEO Biggs: I have no problem with separating the jobs if that is what a company wants to do, if there is an independent director who wants to do that. But I don t think I m prepared to lay it on a company as a better model to put in a separate person as chairman, who is going to spend a major amount of time to construct the board agenda, to manage the information flow to other directors. . . . The independent chairman is part of the British system of not having a really strong CEO who will abuse his power. Do we think that the British system produces a better company Delves: As long as you ve got a board that is aggressive and functioning well, there may not be an inherent need to separate the CEO and chairman positions.
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PART THREE The Path to Accountability
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Biggs: Right now we are laying on the American CEO model all kinds of limitations. For example we re encouraging the audit committee to be clear that it appoints the auditor and manage that relationship, not the CEO. We re urging the audit committee to take on all kinds of roles that it didn t have before, such as before earnings are released the audit committee has to approve them. For the compensation committee, there are also lots of recommendations. They have to be independent. They have to be skeptical and so forth. The nominating committee has to make sure the CEO does not go out and name his buddies to the board. All those things are being done. One of the things the New York Stock Exchange is requiring is that independent directors meet privately on a structured, regular basis without the CEO. I don t believe any of these changes weaken the power of the CEO but rather strengthen the role of the board in its oversight. I don t believe many responsible CEOs would challenge the importance of the board overseeing the financial reporting process and the major personnel issues of corporate leadership. I think they would feel definitely weakened if the board, through some sort of lead director, took over responsibility for the agenda setting, information flow, and general leadership of the board itself. Delves: When it comes to corporate governance issues today, one of the most pressing questions is, why is executive pay so high Biggs: The reason is infectious greed. Compensation consultants are the guilty parties for helping to spread the infection. The big problem has been the way consultants have presented the market data on compensation. Delves: I know. I have done my share of presenting data showing companies how they can pay at the 75th percentile. I think we ve all been guilty of promulgating the leapfrogging effect. Biggs: Another factor has been transparency. I believe it has had an unintended effect. Delves: Interesting. The increased transparency which in itself is a very healthy thing has contributed to the competitive scorecard effect. Biggs: I have seen presentations by consultants at a number of compensation committee meetings including that of my own company. I have never seen a set of numbers that did not show that the CEO was paid well below the 75th percentile. In the case of financial services
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