It was three years ago that Enron Corp. filed for bankruptcy, ushering in the “post-Enron era” that optimists hoped would curb corporate sin.

If only it had. Two recent news stories, following many others in the last 36 months, underscored how much improvement American corporate culture still needs.

The first was the outrageous decision by Merck’s board to offer golden parachutes to 230 executives if the drug company were to become a takeover target.

Merck’s share price has been hammered since the company admitted Sept. 30 that its Vioxx painkiller was linked to heart problems among users.

Merck said the executive benefits included bonuses and onetime payments of up to three years’ salary if a would-be acquirer were to buy as little as 20 percent of Merck shares. Executives, thus, could receive the benefit even without a takeover — and even if they were to leave their jobs voluntarily.

The company said the policy would help it retain talented executives during a troubled period. But if they are so talented, wouldn’t an acquiring company want to keep them?

The proper way to keep top people is to offer pay, benefits and promotion case by case. It’s particularly outrageous that this rich safety net was given to the senior executives responsible for the Vioxx mess.

At its heart, this is another example of the mutual back-scratching between corporate boards and the executives they oversee.

As usual, the losers are shareholders who must foot the bill.

Anger over advocacy

The second story concerned the firing of the California Public Employees’ Retirement System’s president, Sean Harrigan.

With $177 billion in assets, CalPERS is America’s largest pension fund, and Harrigan had embraced its long-standing policy of using its voting power to clean up tawdry corporate practices.

Like all shareholders, CalPERS has a right to do so. In fact, most shareholders’ advocates feel it’s an obligation. CalPERS has been among the leaders in efforts to ensure that corporate boards put shareholders’ interests first, as they are supposed to.

Clearly, Harrigan did err in one case. In addition to his CalPERS job, he is a food-workers’ union official — and he pushed the retirement system to back the union in its strike last winter against Safeway Inc., the supermarket chain.

He should have taken no part in that decision, though there’s nothing wrong with a public employees’ pension being pro-union.

But his critics are wrong in the most oft-cited example of his supposed excesses: urging CalPERS to vote against the re-election of Warren Buffett to the board of Coca-Cola Co.

At issue was Buffett’s seat on Coke’s audit committee, which had allowed the firm’s auditors to do other consulting for the pervasive maker of soft drinks. In the post-Enron era, many shareholders’ advocates believe such dual roles create conflicts that discourage auditors from flagging problems with clients’ books. That was part of the problem at Enron.

Harrigan’s critics argued it was preposterous to vote against Buffett, as the Berkshire Hathaway chairman has long worked to improve corporate governance — by opposing excessive executive pay, stock-options abuses and deceptive accounting practices, for example.

‘Sound policy’

But CalPERS did not single Buffett out; it voted against all corporate directors who sat on committees that allowed auditors to hold conflicting roles. That’s a sound policy. It was Buffett who was at fault, not Harrigan.

At the moment, it doesn’t look like the loss of Harrigan will be fatal to CalPERS’ activism. Harrigan was ousted by a 3-2 vote of the California Personnel Board, which denied his reappointment to the CalPERS board. The CalPERS board selects its own president, and most observers think it will elevate one of Harrigan’s allies.

But the crowing among business executives’ organizations over Harrigan’s departure shows that passionate opposition to boardroom reform persists among people in power.

The effects have been seen on many fronts. Opposition has led the Securities and Exchange Commission, for example, to dither on a staff proposal to bring more democracy to elections of corporate boards.

The post-Enron era has seen a long series of scandals involving mutual funds, Wall Street analysts, accountants, brokerages, insurance companies and many others.

Three years after Enron collapsed, self-dealing is still the name of the game in Corporate America.