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

Creator DataMatrix in Software PART THREE The Path to Accountability

PART THREE The Path to Accountability
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will be sold) for company management. Instead, like OPEC, there are controls on the system to keep the price of management artificially high. While the exact problem is uncertain, I have some strong suspicions that include the following: 1. Boards determine CEO pay, which is used as the benchmark for all other executive pay. Executives pay increases with the rising tide of the CEO s pay. As I have noted earlier, most boards are populated by CEOs and executives of other public companies and are selected for their board positions by the CEO. They are not the most likely bunch to seriously challenge the CEO s pay or question the CEO s tenure. 2. Consultants who are hired by management typically advise board compensation committees. Remember if the CEO s pay goes up, so does the pay of the managers who hired and paid the consultant. This is hardly a free-market arrangement. 3. Compensation consultants provide management and the board with competitive data that has a number of limitations: a. It is usually annualized, looking at only one year of compensation instead of multiple years. b. The data are often focused on one, two, or three components of compensation but rarely reflect the total picture, including benefits, retirement, and, especially, contracts, and parachute agreements. c. The data focus on each person separately, instead of looking at the total cost of management. d. The data encourage leapfrogging, by which each company wants to pay in the top half or top quartile of all companies. 4. Regulations put in place in the 1960s and again in the 1980s severely restrict the ability of shareholders to quickly organize and replace management. This may be the most insidious of all of the limitations on the free market for executive talent. The belief that corporate
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CHAPTER ELEVEN Vision for the Future
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raiders and takeovers are bad, or at least suspect and dangerous, is deeply engrained in our culture. 5. Executives are remarkably well protected from losing their jobs. Today the typical senior executive of a public company stands to receive a golden parachute of three times salary and bonus, plus immediate vesting of all stock options, if the company is sold and they are terminated. Many CEOs stand to receive this payment even if they are not terminated after a takeover. I used to think this was normal, acceptable practice. Now that I run my own business and face the whipsaw of the open market on a daily basis, I think this is truly bizarre. If this level of protectionism is not a blatant restraint of trade, I don t know what is. 6. Stock options have also clearly played a role in the un-free market for management. All of the above factors work together to seriously weaken the ability of shareholders to influence and change the composition or compensation of the executive team. They exacerbate the principal-agent problem. Thus we have a situation in which management is relatively unfettered in giving shareholder resources to themselves in the form of stock options while never accounting for the magnitude of the gift. Not only is the fox watching the hen house, the farmer is unarmed and locked in his farmhouse. No free market at work here. I wish I could point a finger of blame at some group, company, or person for this mess. But, as Pogo said, We have met the enemy and he is us. Just as you can t drive by the smoke-belching steel mills in Gary, Indiana, in your shiny steel car (which wouldn t exist if it weren t for those steel mills) and say look at those bad polluters, I don t believe that most of us can point a finger and say, look at those bad payers. This is a problem we have created as a business community. However for the sake of the long-term health of our business community, it must be fixed. The ideal result would be for people to read in the newspaper about how senior executives of public companies are being paid
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