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Top 10 business shenanigans for 2006

Filed in archive corporate governance by leon on December 25, 2006

Top 10 business shenanigans for 2006
What a year it's been! The stories have just kept coming, and certainly kept me busy here. Scandals and litigation have all been part of the mix covered by Sox First this year. And Governments and business are copping plenty of heat to lift their game. And it's now coming from all Quarterslinks.

So what are the top 10 shenanigans and corporate governance yarns for 2006?



1. BACKDATING: At the beginning of 2006, few would have heard of backdating. But since then, the timing of stock options to enrich executives, at the expense of shareholders, has turned into corporate America's scandal of 2006 and it looks like continuing into 2007. So far, 18 CEOs have been turfed out, top executives at two companies, Brocade Communications Systems Inc. and Comverse Technology Inc have been indicted, and at least 194 companies have launched internal probes or are under federal investigation for possibly backdating stock option grants. Expect more prosecutions in 2007.

2. ENRON BURIED: We finally saw the convictions of former CEOs Jeff Skilling and Ken Lay. As it turned out, Lay died in Aspen before he was sentenced and had a chance to appeal. As a result, he was declared an innocent man under law with a federal judge vacating his conviction and halting a federal effort seeking millions from Lay's estate. Go figure! Skilling reported to a Federal prison in Minnesota on December 13 to begin a sentence of 24 years and four months.

3. HP's SPY STORY: What began as a misguided attempt to track down a boardroom leak turned into a total disaster for Hewlett-Packard. Once the poster child of corporate ethics, HP's reputation has been badly damaged with HP's chairwoman Patricia Dunn dragged before Congress, tossed out from her office and indicted for her role in the scandal in which saw private investigators lying and scheming to obtain the phone records of directors and reporters. The company is facing class action over insider trading and now, CEO Mark Hurd has some explaining to do to Congress about the $1.37 million worth of options he exercised just before the scandal became public.

4. PROSECUTIONS WIND-BACK: Earlier this year, the US Justice Department came under fire when US District Judge Lewis Kaplan in Manhattan ruled that prosecutors violated the constitutional rights of defendants in a tax fraud case by pressuring their former employer, KPMG, not to pay their attorney fees. US prosecutors were being lashed for going too far. Several months later, the department backed off when it announced revised legal guidelines for corporate crime prosecutors on Tuesday which make it tougher for prosecutors to request waivers of attorney-client privilege and internal documents from corporations in criminal probes.

5. SOX AND THE IPO: The value of initial public stock offerings (IPOs) has soared to a record in 2006, because of activity in Asia and in London. Trouble is the US is now lagging behind. Indeed, the London Stock Exchange has been overtaken by Hong Kong as the preferred international location for IPOs but it's a different story in the US and many are blaming it on the cost of complying with America's Sarbanes-Oxley legislation.

6.SOX WIND-BACK: Approved overwhelmingly by both houses of Congress, signed by a then- enthusiastic President Bush in 2002, Sarbanes-Oxley was a sweeping and far-reaching overhaul of US corporate governance, imposing new accounting regulations in response to the shocking accounting scandals at companies such as Enron and WorldCom. In the end though, Sarbanes-Oxley became a lesson for politicians and business all over the world about what happens when you introduce laws without effective consultation and rigorous cost-benefit analysis. Thats why the Securities and Exchange Commission finally buckled to years of fierce corporate lobbying and took the first steps to dismantling the legislation by allowing companies with smaller market values more flexibility in assessing the strengths of their internal controls under Section 404. Now, Section 404 stands as the linchpin of the law's safeguards for ensuring accurate financial statements. And the problem is that small-cap markets have a track record for dodgy deals, stock manipulation and fraud. So watch this space.

7. EXECUTIVE PAY: The headlines about soaring executive moolah keep coming in and the gap between the elite and the average wage and salary earner is widening. Compensation consultants now predict the income of the average S&P 500 company boss to rise by 10-15 per cent this year, following an 18.5 per cent increase the previous year. CEOs of some of the biggest companies now earn up to $50m a year. Meanwhile back at the ranch, average wage and salary earners have been doing it tough with their incomes finally starting to edge up in inflation-adjusted terms after half a decade of stagnation. And the picture doesn't look any better on the other side of the Atlantic with new data showing that the average total pay for chief executives of FTSE 100 companies shot up by more than 40 per cent this year. And in Australia, pay for CEOs has increased a whopping 73 per cent over five years. By way of contrast, total shareholder returns increased by 42 per cent and average weekly earnings rose just 16 per cent. No doubt these guys would agree with Donald Trump when he said: ''You can't be too greedy."

8. CORRUPTION SCORECARD: The US has suffered a deterioration in its perceived levels of corruption following a series of business scandals and increasing worries over political party funding, according to a report from Transparency International. In its international ranking of countries, the US fell to 20th place from 17th last year. Its score fell from 7.6 to 7.3. As one of the countries with a deterioration in perceived levels of corruption, the TI scorecard places the US somewhere alongside Brazil, Cuba, Israel, Jordan, Laos, Seychelles, Trinidad and Tobago and Tunisia.

9. FANNIE MAE FLIM-FLAM FALLOUT: Fannie Mae's Franklin Raines, the now-deposed chairman and chief executive of the home mortgage giant, secured more than $52 million in bonuses while the company did a con job on investors. Now, Fannie Mae's main regulator, the Office of Federal Housing and Enterprise Oversight is suing Raines, former chief financial officer J Timothy Howard and former controller Leanne G Spencer in effort to extract more than $215 million in bonus payouts and fines over their involvement in huge-scale accounting scandal.

10. SIEMENS BRIBERY SCANDAL: Siemens, the German conglomerate which makes everything from cell phone network components to trains, is reeling from investigations in Germany, Italy and Switzerland about money taken from corporate accounts, put into slush funds and allegedly used to pay bribes to help land cosy telecommunications deals. Prosecutors say they have raided offices and homes of Siemens staff as part of an investigation into suspected embezzlement and say the company's chief executive Klaus Kleinfeld is a witness. Anti-corruption watchdog Transparency International has asked Siemens to leave the organisation, a former top executive has been arrested and prosecutors are trying to get to the bottom of two questions. First, how far up the Siemens' food chain did the knowledge of such activities go? Secondly, is it just a few bad apples or does it reflect a sick company culture?





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