Integrity: needed more than ever; despite yesterday's barbarians and today's looters, trust remains the coin of the realm.

AuthorHorton, Tom
PositionSome Things Considered

ABOUT 15 YEARS AGO, F. Ross Johnson, then CEO of RJR Nabisco, looked out from the cover of a national newsmagazine beneath the legend, "Corporate Greed." The dramatic story of his self-serving but unsuccessful effort to take this company private was told in a popular book (later made into a movie), Barbarians at the Gate. This popularity did not derive from a public interest in the mechanics of leveraged buyouts but instead from the drama of unmitigated ambition of a chief executive officer.

In those days this was an unusual story. Measured against the events of the past few years, however, it was small potatoes. Still, in contrast to many of the more recent examples of CEO greed, against which Johnson's pales, the RJR board of directors took responsibility confronted the CEO and, in dramatic action, asserted control over the sale of the company.

The drumbeat of revelations of excessive executive pay and perks and forgiven loans, with directors winking at each other or simply looking the other way, has provided sensational grist for the business press. The Financial Times reported that executives and directors of the 25 largest business collapses that occurred from 1999 through 2001 walked away with over $3.3 billion. So much for the idea of pay for performance.

The popular press, too, has found these stories irresistible. An article in The New Yorker, "The Greed Cycle," asserts that "the avarice of America's corporate leaders is practically unlimited, and so is their power to run companies in their own interest." It predicts that unless leaders of public corporations begin to understand that such companies are also social organizations with social responsibilities, then "once the economy and stock market revive, the greed cycle will start up again." Not a happy conclusion, and hardly good news for directors. Or for investors.

If corporations' responsibilities to society have been forgotten, just when did this lapse of memory occur? Indeed, is this assertion correct? Surely some major corporations, probably the majority, demonstrate some responsibility to the societies in which they operate. Unless they do, their existence will not be tolerated. The New Yorker article goes on to provide a history of stock options, blaming their misuse by corporate directors for the recent executive compensation excesses, accounting machinations, and earnings exaggerations, hence for the collapse of the stock markets as well.

No one seems to know what to do...

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