Business community needs tougher oversight, not less

When former WorldCom CEO Bernard Ebbers was convicted of the $11 billion in accounting frauds that destroyed his company, the reaction from some quarters of the business establishment was predictable.

An editorial in the Wall Street Journal put it this way: “Now that the man at the center of the biggest accounting fraud in U.S. history will pay for his own crimes, it is only fair that the rest of American business shouldn’t have to.”

The editorial criticized as excessive the 2002 Sarbanes-Oxley law, Congress’ response to the scandals at WorldCom, Enron and other companies. Many corporate executives and business organizations have taken pot-shots at this and other reform efforts.

They have it backwards: The battle against corporate wrongdoing hasn’t gone too far; it’s not yet gone far enough.

You may recall a Securities and Exchange Commission proposal to give shareholders limited rights to nominate their own candidates to corporate boards. Facing enormous pressure from groups like the Business Roundtable, the SEC has backed off and the idea is all but dead.

Similarly, there is an intense lobbying effort from businesses to block sensible new rules requiring companies to count executive and employee stock options as expenses.

The Senate recently passed a measure to curb bankruptcy abuses, by making it harder for ordinary people to have their debts forgiven. But it left loopholes for the wealthy intact, rejecting, for example, a proposal to ban companies from making big payments to executives just before the firms file for bankruptcy.

Sure, a string of executives has been convicted of crimes or pled guilty — or are on trial or are scheduled to be — as the justice system mops up the excesses of the late ’90s.

But there is plenty of fresh scandal as well, involving such companies as Boeing, Citigroup, Fannie Mae, Biogen, Marsh & McLennan. … Just last week, for instance, American International Group, the mammoth insurer, removed CEO Hank Greenberg amid investigations of accounting gimmicks that may have been used to bolster the bottom line.

Last year, I attended a symposium for CEOs in which one griped of being “Sarbanes-Oxleyed to death.” It’s natural for honest people to chafe under rules enacted for the guilty. But that’s life. And Sarbanes-Oxley was not an extreme measure. Most of it deals with conflicts of interest and improving corporate disclosures.

For many executives, the most irksome rules are those requiring that they certify their companies’ financial disclosures are accurate, with stiff fines and prison terms for violations. That’s no more than you and I do when we sign our tax returns.

Many companies also have complained that compliance with Sarbanes-Oxley costs too much. But a survey in November by RHR International, a management-research and consulting firm, found that companies with $1 billion to $5 billion in annual revenues were spending an average of $5 million to comply — a modest 0.1 to 0.5 percent of revenue. It’s nothing next to the extra wealth business owners got from the Bush tax cuts.

The laissez-faire crowd has been bragging about a “new corporate culture” in post-Enron America, making tough oversight unnecessary.

But I’m not convinced: Greed still rules.

Executive compensation continues to rise far faster than workers’ wages. Boards continue to resist shareholders’ efforts to put corporate-governance issues on ballots at annual meetings. Poison pills, staggered board terms and other techniques for protecting management from unhappy shareholders continue to be the rule rather that the exception.

The fact that the business community keeps fighting sensible reform suggests we may have to await a new generation for the business culture to really change for the better.

Until then, we need to preserve measures like Sarbanes-Oxley.