Earlier this spring, Cendant Corp. agreed to settle a shareholder derivative lawsuit filed on behalf of the company, which alleged that the amended employment agreement with Chairman and CEO Henry Silverman was approved by the board of directors in violation of their fiduciary duties. EXAMPLES MCI: Unanimously adopted 78 recommendations by Corporate Monitor Breeden. Siebel: […]
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Posted inFrom the Archive
With Under One Year To IFRS Date, Most Not Ready
Though public companies in the European Union have less than a year to go before they are required to use International Financial Reporting Standards as the basis of their financials, over 40 percent have yet to set up a formal project framework for conversion to IFRS. That’s according to a new survey by PricewaterhouseCoopers, which […]
Posted inRegulatory Enforcement
Will SOX Section 906 Be Dismissed?
Scrushy Back in April, the lawyers of former HealthSouth CEO Richard Scrushy filed a motion to dismiss three counts of his indictment related to Section 906 of Sarbanes-Oxley. The section is often criticized for its interplay with Section 302, as both require CEOs and CFOs to deliver different certificates with most SEC filings; Munger Tolles […]
Posted inRegulatory Enforcement
Proxy Battle Shows Firms’ Clout; Not Afraid Of A Fight
When shareholders of First Aviation Services Inc. assemble in Memphis, Tenn., today (June 15) for their annual meeting, a rare thing will take place. A proxy fight. That’s right, we said “rare.” For the first time in more than decade, there has actually been a decrease in the number of proxy fights. Institutional Shareholder Services, […]
Posted inInternal Controls
51 Internal Control Disclosures In May
According to a review of regulatory filings during the month of May, 51 companies disclosed material weaknesses or significant deficiencies in internal controls, or provided updates on the status of their control-improvement processes. That number is up from 39 similar disclosures in April, and 28 in March. (See box at right for previous months’ data). […]
Posted inBoards & Shareholders
Compliance Committees Vary In Scope, Structure
As regulatory compliance increases in complexity, many companies are assembling committees to coordinate and oversee such efforts. COMMITTEE EXAMPLES Below are examples of several compliance committees at public companies, including their structure, membership and function: Altria Corporation Committee Structure: The parent company committee has about 30 members, including the CCO of each operating company, the […]
Posted inFrom the Archive
European Securities Regulators, SEC To Cooperate More
Last week, the SEC announced that it would increase cooperation with the Committee of European Securities Regulators to identify emerging risks and “engage in early discussion of potential regulatory projects.” The dialogue is expected to cover a wide range of issues, from credit rating agencies to mutual fund regulation, and the groups will share experiences […]
Posted inAccounting & Auditing
Most Companies’ Non-Audit Fees Under 25% Total Fees
A survey of over 3,600 public companies shows that almost 45 percent of companies’ non-audit fees are less than 25 percent of total fees. The survey, conducted by Karl Nagel & Company, analyzed FYE 2003 audit fees, which totaled more than $4.3 billion in aggregate. 29 percent of companies’ non-audit fees were from one-quarter to […]
Posted inAccounting & Auditing
PCAOB Will Grill Audit Chairs On Non-Audit Services
Accounting fraud may have hogged the enforcement headlines for the past few years, thanks to high-profile scandals at Enron, Adelphia and Tyco International. But over the past few weeks, a number of accounting firms have learned that the Securities and Exchange Commission and other federal officials are still determined to crack down on auditor independence […]
Posted inFrom the Archive
Q&A With Corp. Governance Officer At $9.9b Ingersoll-Rand
This profile is the latest in a series of weekly conversations with executives at U.S. public companies who are currently involved in establishing and developing compliance programs. An index of previous conversations is available here. You were formally named governance officer only in April. How did Ingersoll manage governance before that? It’s been an evolutionary […]