Corporate America speaks...polyphonically.

• Author: Kaback, Hoffer
• Position: Quiddities - Comments on corporate governance standards and reform - Brief Article - Column

'Everybody wants ta get in-ta de act!' - J. Durante

MY 1997 COLUMN "Corporate America Speaks" praised the Business Roundtable's then-new Statement on Corporate Governance, principally because it emphasized substance over structure and, accordingly, was antithetical to the knee-jerk, checklist approach to governance then rampant.

With that BRT Statement, Corporate America spoke. The checklisters were swatted. The Empire struck back.

Today, in the wake of Enron/Arthur Andersen/World-com/Imclone/Martha Stewart, Corporate America again is speaking -- but disparately and riot as an empire. Instead, individual duchies, dukes, and counties palatine champion their own versions of governance reform, even as the Executive and Legislative branches of government (and other political figures) do likewise.

Many voices clamor for our attention:

* The NYSE. Reflecting four months' worth of work, on June 6 the NYSE released recommendations from its Corporate Accountability and Listing Standards Committee. Its Report includes requiring a) a majority of independent directors, b) a shareholder vote on all equity-based compensation plans, c) that the CEO attest to the accuracy and completeness of information provided to investors, and d) a new private-sector entity to monitor auditors. Co-chairs of this NYSE Committee are former AOL Time Warner CEO Gerald Levin; Carl McCall, comptroller of the State of New York; and Leon Panetta, former White House chief of staff.

* The Business Roundtable. Despite its relatively fresh and comprehensive 1997 Statement, the BRT in May 2002 elected to issue a new document entitled Principles of Corporate Governance. Included is the key notion that boards should consist of a substantial majority of independent directors.

* The Conference Board. Notwithstanding the hot-off-the-press mid-May BRT Principles and early June NYSE Report, the Conference Board on June 20 convened a press conference to announce its new "Blue-Ribbon Commission on Public Trust and Private Enterprise." It will, in September, set forth its own version of governance "best practices." Co-chairs are ex-Commerce Secretary Pete Peterson and CSX Chairman (and former BRT Chairman) John Snow; its project director is the experienced governance researcher Dr. Carolyn Kay Brancato.

At the press briefing, Conference Board CEO Dick Cavanagh did not wait to be asked why it was felt that this new Commission was needed. He volunteered that its raison d'etre was that others'...