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The Corporate Director's and Officer's Practical Guide: Managing Ethically and Reporting Clearly

The Corporate Director's and Officer's Practical Guide: Managing Ethically and Reporting Clearly

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The Corporate Directors and Officers Guide
Prologue

In the summer of 2002 confidence in corporations, banks, capital markets, financial institutions and business professionals in general, has been shaken to its very core. The collapse of companies such as WorldCom and Enron, and the restatement of earnings by such pillars of corporate success as AOL and IBM, has created suspicion and worry within the financial markets.

Damage control and developing new prevention initiatives have become the tasks of nearly everyone involved within corporate America, including the FASB (Financial Accounting Standards Board), SEC (Securities and Exchange Commission), NYSE (New York Stock Exchange) and the US Congress. The overwhelming reaction has been for more regulation and more policing. Many good corporations are keeping a low profile, being careful not to incur collateral damage.

This crisis has inflicted significant damage to the USA and world financial markets not to mention individual investors net worth. Unfortunately everyone associated with the corporate world is under suspicion. There is applause when fraudulent corporate executives are lead out of their offices in handcuffs. People are looking for someone to blame, someone to be responsible for the devastation of their retirement portfolios. They are also looking for a place to put their money. Huge amounts of money are still out there looking for a home.

There are near daily reports in the media of more regulation, more oversight, with some witch-hunt like activity. Conspicuously absent from most news reports is that the majority of corporations hold themselves to a set of principles, ethics and reporting criteria that would never allow them to wallow in the same manure as an Enron or WorldCom.

Directors of these good corporations have an opportunity to separate themselves from the scandalous corporations and in so doing lead the restoration of confidence in the capital markets. When, in recent USA history, has there been such a great investment audience, with riveted attention, that is hungry for good news from good corporations?

Honorable people, trying to do the right thing, run most USA corporations. To make this apparent to the investment markets and stand out in the crowd a company is going to have to do two things. Make sure its house is completely in order and overtly tell the investment world. .

Historically a clean audit opinion from a CPA firm provided a high level of comfort. Recent events within the CPA profession have weakened the value of a clean opinion. Having a clean opinion on your financials is not, by itself, strong enough to gain investors confidence. Isn’t an audit opinion from Arthur Anderson a liability? Doesn’t it create suspicion? Corporations cannot rely on a clean opinion alone to demonstrate and prove that they are managed ethically and reported clearly.

Most CPA firms are comprised of very smart and ethical people. Given time, the accounting profession will be able to regain some of its position and value in the business world. CPA’s will survive this scandal. How rapid they can regain their previous stature and level of trust is up to them. In the interim CPA’s have as their focus damage control, controlling liability, dealing with unprecedented reams of new regulations and making sure that their own houses are in order. They are in a very tough situation that was created by poor decision made by a few of their own members.

The immediate response of many proactive Boards and Executives to the financial crisis is to spend more on outside attorneys and CPA’s to keep the corporation out of trouble. What else should a good Corporation do?

Honesty and ethical conduct cannot be created from regulation. Moral authority does not come from outside rules. It comes from self-adherence to principles and specific conduct that is communicated clearly for all to see. Each Corporation must decide how it will demonstrate that it holds itself to high standards of ethics and honesty that encompasses all of the applicable regulation and oversight (SEC, FASB, NYSE, etc) that is appropriate to its business.

MERC ™ (Managed Ethically and Reported Clearly) is an attempt to capture good operating principles and good governance practices in one easy to understand acronym.

MERC ™ does not replace the rules and procedures of conduct that should already be specified within the company but rather verifies that ethics and clear reporting is comprehensive throughout the organization. MERC ™ summarizes and makes it clear that members of the corporation will conduct themselves in a prescribed ethical manner and uphold certain standards even if there is not a specific rule, regulation or policing body requiringthem to do so.

The purpose of this book is to provide a comprehensive primer to support the Officers and Directors of corporations in making sure the business is managed ethically and reported clearly and to assist the Directors and Officers in communicating the strength embodied in MERC ™ to gain investor confidence and increase the value of the corporation.