Corporate governance takes a back seat
Filed in archive corporate governance by leon on October 20, 2008

Further evidence that US regulators are not at all interested in fixing the corporate governance mess that helped speed up the meltdown.
As part of the $700 billion bailout package, the US Treasury said financial institutions getting taxpayers money would have to adhere to stricter corporate governance rules and executive compensation limits. Great rhetoric but it's not borne out in reality.
Corporate governance experts have told MarketWatch that Treasury isn't replacing any of the directors on the boards of the banks it's investing in, or adding new directors to represent taxpayer interests. Which means of course that Treasury can't check if executive compensation is encouraging too much risk-taking. And let's not forget that these are the same directors who allowed, some would say encouraged, the excessive risk taking that got us into this mess.
And Treasury's interim rules say these institutions can still provide golden parachutes that are three times annual salary and bonus.
That's why corporate governance scholar J. Robert Brown Jr. of the University of Denver Sturm College of Law has told Law.com that bailout package fails to address certain issues. Why weren't directors on top of this excessive risk taking? And besides compensation, Congress should be looking at a host of other issues like board oversight, increased shareholder power through, for example, access to proxy and and a stronger duty of care for directors. This meltdown points to a fundamental flaw in corporate governance.
It also speaks a lot about the power these banks still wield with The Wall Street Journal reporting that banks, which were really hit hard by the crisis, still found enough money to lobby lawmakers and regulators in the lead-up to the rescue plan. And this is the result!
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