OIt’s like night and day,” says Bill Ide, a partner at McKenna Long & Aldridge, comparing current board committee procedures with his earlier experience as general counsel and corporate secretary of Monsanto. “We’re in an era of process- and rules-based operation,” notes Ide, who also chairs the governance and nominating committee of restaurant operator AFC […]
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Posted inInternal Controls
FRB Governor Outlines 404 Best Practices For Banks
At an accounting conference for financial institutions last week, Federal Reserve Board Governor Susan Schmidt Bies outlined emerging best practices for corporate governance.
Posted inBoards & Shareholders
Directors’ Pay Surges 19 Percent At Largest Companies
Directors’ pay is going up and more of the compensation is coming in the form of cash rather than stock options. According to a comprehensive analysis of director compensation at Fortune 500 companies, conducted by Executive Compensation Resources, a newsletter published by Towers Perrin, more companies are paying a premium for audit committee service and […]
Posted inBoards & Shareholders
CalPERS Ire Over Healthcare Merger Questioned
Anthem Inc.’s proposed takeover of WellPoint Health Networks Inc. last week stirred up a hornet’s nest among investors, governance experts and lawyers. The California Public Employees’ Retirement System (CalPERS), which owns 721,840 shares of WellPoint stock and 612,938 shares of Anthem stock as part of the pension fund’s index holdings, fired off a press release […]
Posted inFrom the Archive
House Committee Approves Bill To Curb Expensing
Oxley The Financial Accounting Standards Board’s proposal to expense the cost of stock options suffered a blow last week when a House committee approved a bill to narrow its scope. The House Financial Services Committee, which is chaired by Rep. Michael Oxley, approved a bill by a vote of 45-13 that would limit the expensing […]
Posted inAccounting & Auditing
Nearly 1,000 Audit Firms Registered With Board
According to a speech delivered last week by William McDonough, chairman of the Public Company Accounting Oversight Board, 977 accounting firms have registered with the PCAOB. In addition, over 200 firms are awaiting approval from the Board to audit U.S. public companies. If there was any doubt about audit firm consolidation, McDonough noted that there […]
Posted inFrom the Archive
8-K Changes: Safe Harbor, Or False Sense Of Security?
On Aug. 23, 2004, the SEC’s amendments to the reporting requirements of Form 8-K will take effect. Included in these amendments is a limited “safe harbor” provision that protects from potential liability under the “antifraud provisions” of the Securities Exchange Act of 1934. Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 […]
Posted inInternal Controls
14% Of Companies Only “Somewhat” Confident On 404
Buried in a compliance survey published by a security software company was an interesting anecdote about the confidence of executives in their upcoming SOX 404 “pass-fail” test. According to the survey, conducted by Waltham, Mass.-based Netegrity, when asked how likely it is that their company receive an unqualified opinion of their internal controls by their […]
Posted inAccounting & Auditing
Audit Committees Must Be Told About Contingency Fees
In a meeting last week, SEC Chief Accountant Don Nicolaisen ordered accounting firms to disclose all contingency-based tax fees to company audit committees. Nicolaisen As we reported in our May 25 edition, those fees—which enable the auditor to take a cut of whatever savings the client was able to realize as a result of the […]
Posted inRegulatory Enforcement
If General Counsel Is Officer, Is Confidentiality At Risk?
Important issues about the attorney-client privilege of general counsel may be emerging from the California courts. The strange case involves the general counsel and vice president of Marvell Semiconductor, who—during acquisition negotiations with Jasmine Networks—failed to hang up his speakerphone after leaving a voicemail for a lawyer at Jasmine. The sensitive conversation was of course […]
