Red Flags For Risk Management From The Corporate Governance Of Bear Stearns And Lehman Brothers

1. Member Board of Directors – Each Director serves for three-year terms and may be reelected. There are 21 members currently serving on the Board.

The Board of Directors consisted primarily of Gerry Wiegert, John Pope, and Barry Rosengrant. Gerry was the President, so it was typical for him to be a part of the board. John Pope was a financial consultant; therefore, he was adequate to be the financially literate person on the board. Barry was in real estate, but he was a consultant of Vector Car which gave him some knowledge of the company. Dan Harnett and George Fencl were also a part of the board for some point of time; they also had adequate knowledge to be capable additions to the board with their knowledge of law and

Another central feature of the board of directors is the question of whether the CEO is also the chairman of the board. When the CEO is also the chairman this is often referred to as “CEO duality”. In the US the CEO is often the chairman of the board. Studies have shown that the board in most cases

Compensation systems can take on many forms, all of which have positives and negatives related to it. However, certain components are noted to be determinants of solid compensation plans. One agreement of a solid compensation system is the use of incentives. “Clearly a successful companies set objectives that will provide incentives to increase profitability” (Needles & Powers, 2011). Incentive bonuses should be measures that the company finds important to long-term growth. According to Needles & Powers (2011) the most successful companies long term focused on profitability measures. For large for-profit firms, compensation programs should offer stock options. The interweaving between the market value of a company’s stock and company’s performance both motivate and increase compensation to employees As the market value of the stock goes up, the difference between the option price and the market price grows, which increases the amount of compensation” (Needles & Powers, 2011). Conclusively, a compensation plan should serve all stakeholders, be simple, group employees properly, reflect company culture and values, and be flexible (Davis & Hardy, 1999; The Basics of a Compensation Program).

7. Option compensation will continue to be a critical component of compensation for executives as it simplistically aligns the executives’ pay to shareholder value in its simplest sense. I don’t believe that options compensation is the primary driver of behavior when things shift from the legal to the illegal. As with most senior executives in industry, ego is a huge driver in individual behavior. Compensation is important, but the recognition of your performance is sometimes even more important. We have created a performance driven culture without the necessary control framework for people to operate within. One minute you are doing a great job, the next you have crossed an imaginary line. The frameworks don’t do enough to quantify behavior as legal and illegal leaving inconsistent rules for organizations to operate within. How does Enron compare to the subprime mortgage debacle, or to Steve Jobs backdating options. There remains too much room for interpretation.

Kluyver, C. (2013). A primer on corporate governance (2nd ed.). New York, NY: Business Expert Press.

Joshua Kennon (2007), stated that “The board of directors is the highest governing authority within the management structure at any publicly traded company and is usually made up of the directors who are elected for a specific number of years by the shareholders”. According to Wikipedia,” A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization”.

On Monday, March 10, the rumour started: Bear Stearns was having liquidity problems. In fact, the maverick investment bank had around $18 billion in cash reserves. But soon the speculation created its own reality, and the race was on to keep Bear’s crisis from destroying Wall Street. In what the economists called a “credit crisis,” the big banks were so spooked they had all but stopped lending money, a nervous Fed, in what some believe was the greatest financial scandal in

Members Characteristics – Overall, Hausman did a good job on assembling his board of directors. When determining who will make a good board member there are several things to look for. First a good board has an expert in legal matters, accounting, marketing, human resources, and finance. The only expert missing from RO’s board is a human resources expert. Next it is important to ensure that all board members will be able to regularly attend meetings. While most board members were local, several were not, and it was an area RO could improve. Also for outside members of the board, it is important to have knowledge of the industry and/or target market. With the appointment of the EVP of a large health snack company, Hausman made a good appointment (although location is an issue), but the knowledge that the CEO of the tech company may bring to the table may not be valuable. Finally, it is important to have complimentary personality traits. Overall, the RO’s board of directors is a strong, valuable board.

It was reasonable for a CEO’s compensation to increase as the company expanded and became a larger entity, and the newly-granted shares and increasing stock options further aligned the CEO’s personal interests with those of the company and shareholders. In this sense, the second compensation package was also well-structured and not excessive. Seeing Sunbeam’s revenue rising and stock price climbing steeply upwards, Sunbeam’s shareholders and directors were fully convinced by Dunlap’s leadership, so they might perceive the increase in compensation amount necessary to retain and better motivate Dunlap to enhance the company’s value. Nonetheless, they neglected the fact that the increased portion of the equity-based compensation also further motivated the CEO’s dangerous behaviors pertaining to improper earnings management.

A recent study by Xue Wang (Emory University) tackles how SOX has affected the compensation and turnover rates of CFOs.   They play a critical role in developing firms’ financial reporting and making voluntary disclosure decisions.   Moreover, CFOs are ultimately responsible for the quality of internal control systems.   The study provides some important insights about the impact of SOX on the executive labor market.   It shows that requiring more disclosure of information about a firm’s internal controls provides some positive benefits with respect to corporate governance, in this case making it easier for boards to monitor the activities of CFOs.   In comparing and contrasting firms with strong internal controls received an increase in salary, bonus, and total compensation in the post-SOX time periods.   In contrast, CFOs of corporations reporting a problem with their internal controls incurred a significant reduction in their compensation packages.   With respect to CFO turnover, Wang did find that CFO turnover rates generally increased form the pre- to post-SOX period.

Executives and those responsible for misdeeds should have been subject to significant clawbacks of compensation. If the reason they misbehaved and took inappropriate risks was to raise compensation, losing that compensation would be an appropriate punishment.

The Board of the Company consists of 11 (eleven) Independent Directors and 2 (two) Inside Directors. They have expertise in the areas of business, finance, law, audit and public companies.

The board consisted of the leaders of their own fields. It included physicians, lawyers, politicians and some of the former CEOs of airline industry. The board was relatively new and the most severe member had been there for four years. The risk management was the major issue which attracted most attention of the board and they dedicated more time on attention n risk management since the financial collapse.

Those same 25 executives announcing the layoffs had just one week earlier paid themselves "retention bonuses" of $55 million" (Diekmann, 2005). These employees did not show or use ethical business conduct by making sure they themselves received pay; they are just as guilty as the top executives involved with the accounting scandals.