Corporate Governance

NEW YORK - WorldCom. Inc.'s board met four times last year, too few meetings for a company facing problems, corporate governance experts said yesterday. "This is your classic cheerleader board on cruise control," said Patrick McGurn, vice president at Institutional Shareholder Services, a corporate governance and proxy analyst in Rockville. WorldCom revealed that it hid $3.8 billion in expenses for more than a year and fabricated profits. The SEC is investigating the company's accounting practices, and the Justice Department opened a criminal investigation.

The Board of Directors ofT. Rowe Price Group, Inc, a company worth over $16 billion, have given us investors the opportunity to vote for or against only one woman to join their Board of Directors at their annual meeting on April 17. Worse, there is only one woman on the entire board, and not one woman is an executive officer. What man of moral merit or social integrity, an IQ greater than a prokaryote, or a scintilla of political consciousness would yield his name to a proxy, much less a board, on which there was such a poor gender ratio?

Too much? The mega-salaries that some CEOs make may reflect poor corporate governance, according to researchers at the Wharton School at the University of Pennsylvania. The researchers say some board and ownership structures in companies seem to enable CEOs to influence directors in order to win compensation that is excessive for the company's size. They also say corporate governance tends to be weaker when one person is both CEO and chairman.Before you go: Fast Company magazine has some advice for high-tech business travelers: Be sure your office or home PC is set up so you can dial in from afar.

Back in January, the Supreme Court opened up the floodgates for corporate spending on elections in the landmark Citizens United decision, overturning a century's worth of federal and state laws designed to limit the power of corporations to use their influence to buy elections. Then, on Election Day, Maryland voters got a sneak preview of how the new ruling will affect our elections in the coming years. In the highly contested 1st Congressional District race, outside groups, including some who accept unlimited money from individuals and corporations, flooded the mailboxes and airwaves.

Vanguard Group may be best known for its "passive," index-style investing, but the mutual fund giant said it will take a more activist role on issues of corporate governance: The firm has revamped the standards it will follow in proxy voting, putting companies on notice about key governance issues. Yesterday, longtime activist investors representing pension funds hailed the move by the second-largest mutual fund company, but some governance experts called Vanguard's new policies limited in scope.

ROBERT J. Lawless, chief executive officer of McCormick & Co., can think of only one person who has the time, knowledge and experience to serve as chairman of the Hunt Valley spice maker's board of directors. Himself. "An outside chairman wouldn't know what's going on" day-to-day, said Lawless, who, like almost every top executive at Maryland's big corporations, holds the title of CEO and chairman. He isn't alone in his thinking. About 80 percent of the companies in the Standard & Poor's 500 index are headed by a combined chairman/CEO, according to the Corporate Library, an independent research firm based in Maine.

When investment consultant Peter J. Tanous visited longtime acquaintance Bruce S. Sherman last month, he found the Florida investor surprised by the attention he was receiving as the instigator behind the newspaper industry's shake-up and Knight-Ridder's sale. "He's been a activist for more than 20 years," said Tanous, president of Lynx Investment Advisory Inc. who has advised clients to invest with Sherman. "He said, `You know Peter, when I was doing this years ago, nobody paid any attention, and now that I'm doing it with bigger companies, everybody is paying attention.

Federal Reserve Chairman Alan Greenspan joined the chorus yesterday of leaders urging corporate America to clean up its governance, warning that firms with tarnished reputations will pay a steep price. Addressing via satellite a financial markets conference at Sea Island, Ga., sponsored by the Federal Reserve Bank of Atlanta, Greenspan said companies with poor governance risk the wrath of the market, and said that fact, and not increased regulation, is the best solution to corporate America's problems.

Google Inc.'s initial public offering may have captured investors' fancy, but a leading proxy voting advisory service says its corporate governance leaves a lot to be desired. Institutional Shareholder Services, which advises big investors on governance issues and proxy votes, gives the online search firm a minuscule 0.2 percent score on its widely followed corporate governance quotient, meaning it ranks in the bottom 1 percent of all Standard & Poor's 500 companies. Among other software and services companies, its score is 8.8 percent, meaning 91 percent of the firms in its industry have higher scores.

SHAREHOLDER ACTIVISTS are celebrating this year's annual meeting season. A bandwagon of post-Enron reform proposals is rolling over corporate management and boards of directors. The question for individual investors is this: Do you want to climb on for the ride? The momentum from this year's victories, including the 45 percent no-confidence vote by shareholders against Walt Disney chief executive Michael D. Eisner, has sparked plans for next year. It's personal: CEO pay and alleged misfeasance by directors will remain big issues.

Legg Mason Inc. shareholders Tuesday sent a strong message to three directors who awarded executive bonuses during a nonprofitable year by withholding about 40 percent of the votes for their re-election. Although John E. Koerner III, Cheryl Gordon Krongard and Scott C. Nuttall, who sit on the compensation committee, garnered majority votes to retain their board seats, shareholders withheld an average of 48 million of 120.9 million shares cast for each director - a high percentage of withheld votes, according to one proxy firm.

The choice that regulators gave Bank of America chief Kenneth Lewis could not have been clearer: Harm your shareholders or lose your job. Lewis chose to keep his job. Rarely does the divide between corporate managers and the owners they're supposed to represent become so obvious. Lewis' sworn testimony, made available this week, shows he reversed his decision to scrap a disastrous merger with Merrill Lynch after then-Treasury Secretary Henry Paulson threatened to fire him if the bank refused the deal.

Medifast Inc. shares fell nearly 4 percent yesterday after a business publication reported that the company's outgoing chief executive posted pro-Medifast messages on an Internet chat board using a pseudonym. Barron's.com reported that Bradley MacDonald, a retired Marine colonel who led the diet products company's comeback in recent years, was reprimanded by directors for posting on a Yahoo Finance message board without identifying himself but he continued posting. If true, corporate governance experts say, the postings could violate federal "fair disclosure" regulations, which were adopted to stop executives from disclosing important information to selected investors.

Lanham-based Integral Systems has placed an executive vice president on paid leave in connection with internal and regulatory inquiries into the company's corporate governance, including disclosures related to the executive's felony conviction, according to documents filed with the Securities and Exchange Commission yesterday. Gary A. Prince, also Integral Systems' managing director of operations, pleaded guilty to conspiracy to commit securities and bank fraud in 1995, according to SEC documents.

WASHINGTON -- Companies that build in a profit for executives on stock options by making grants ahead of good news aren't guilty of insider trading, said Paul Atkins, a commissioner at the Securities and Exchange Commission. Atkins said such maneuvers - which some federal officials say might be criminal fraud - are good for shareholders because directors can issue fewer options to reward executives knowing the price will rise, and then can pay lower salaries. "It is cheaper to pay a person with well-timed options than with cash," Atkins said during a speech at a corporate governance forum yesterday.

SafeNet Inc., the Belcamp network security company, announced yesterday that former U.S. Securities and Exchange Commissioner J. Carter Beese Jr. has been named to its board. The appointment comes about six weeks after SafeNet acknowledged that it had received a federal subpoena and an inquiry from the SEC involving stock option grants. Beese will serve on a special committee investigating shareholders' complaints against SafeNet's officers and directors involving allegations of backdating stock options, according to a SafeNet regulatory filing.

WITH CORPORATE scandals shaking the nation's stock markets, the New York Stock Exchange - the securities industry's top self-regulator - naturally has pushed for corporate governance reforms. It's also only natural that the world's largest stock market adopted this June higher standards for its own governance, including pledging to disclose its executives' pay. What's unnatural - and deeply troubling - is that disclosure now reveals the NYSE as a vivid example of perhaps the most resistant ill afflicting corporate America: "CEO-itis," as one analyst dubs it. The private entity announced last week that Richard A. Grasso, its chairman and CEO, is receiving a stunning $140 million in deferred salary and retirement benefits.

LONDON --Arcelor Group, struggling to fend off a hostile takeover bid from the world's largest steel producer, is planning to sell one-third of the company to a Russian steel company controlled by the billionaire Aleksei Mordashov, according to executives involved in the negotiations. The board of Arcelor, based in Luxembourg, met last night to approve the deal, which would turn the Russian company, Severstal, into Arcelor's largest shareholder. The purchase, which may be announced this morning, would then be put to a shareholder vote.

ATLANTA -- In a highly unusual move, the Coca-Cola Co. announced yesterday that its board of directors will only get paid if the company hits earnings targets. "This is a pretty aggressive move," said John Faucher, an analyst at JPMorgan, who annually does a corporate governance report on the industry. "I've never heard of anything like it." The plan, which takes effect this year, grants directors equity share units equal to $175,000 per year if the company meets its earnings target over three years.