Wednesday, April 29, 2009

Chairman Of The Board

Which one of these people do you suppose is Chairman?

A religious person ought, in respect to all the things that he uses, be like a statue which one may drape with clothing, but which feels no grief and makes no resistance when one strips it again. It is in this way that you should feel towards your clothes, your books, your cell and everything else you make use of.
---St. Alphonsus Rodriguez

I must consider myself as a corpse which has neither intelligence nor will: be like a mass of matter which without resistance lets itself be placed wherever it may please anyone;like a stick in the hand of an old man, who uses it according to his needs and places it wherever it suits him.
---St. Ignatius Loyola
Zen is a matter of character, not a matter of intellect.

---D.T. Suzuki
Sometime in the last several years, I came to realize that my sturdy education in representational government wasn't doing me much good in the contemporary United States. My generation had been taught that there may be the occasional corrupt politician, but overall our federal system of checks and balances is the best there is...and the bad apples get discovered and thrown out. They have to be...or the whole barrel rots.

But a quarter of a century or so ago a faded Hollywood actor, who had ended up selling 20 Mule Team Boraxo on TV before General Electric gave him his big commercial break, convinced us that government is the enemy. The marketplace is a better governor and the corporate businessperson always will provide for our families with jobs and trickling wealth. Government legislation and contracts were best devised through the work of specially trained experts, known rather cheaply as lobbyists. Maybe they did make their contacts at first in lobbies, but eventually luxury resorts became the normal scene. There was nothing wrong with a congressperson bought and paid for, as long as he provided treats for his constituency.
I decided those few years ago that reform in Congress was hopeless. Now our only chance would have to be at stockholder meetings. There the average citizen still could get to his feet and speak his mind about what companies should be doing. The boards of directors would have to listen to those average citizens, because it was hard-earned savings that bought those shares of stock. And of course the directors would tell management what had to be done.

I don't own stock myself, so I've never been to one of the meetings I dreamed existed. And I never bothered to research them. So it was with eagerness that I read a newspaper column in our local Athens Messenger the other day about this very thing. Its author is no less than a cultural treasure around here. Guido H. Stempel III is a distinguished professor emeritus in the E. W. Scripps School of journalism at Ohio University, and we are privileged that sometimes he still writes a letter or column. I say "privileged" even though the writing you are about to read completely dashed my hopes for corporate reform through the boardroom. Through Professor Stempel's kind permission, here is his view~~~
It's Spring, and all over America stockholders are being reminded how little control they have over the companies in which they have invested and how little say they over over the compensation of CEOs.
The enlightenment comes from the annual reports issued by companies inpreparation for their annual meetings of stockholders.

If you work your way through the report you eventually will come to the information on the CEO's compensation. You probably have learned that the company's revenue and profits are down, and you know that the stock price is down. It hasn't been a good year, so you are surprised to see the CEO is getting a bonus and some other incidental compensation besides his salary.

Do the stockholders decide what the CEO's compensation will be? Don'tbe silly. What do stockholders know? It's the board of directors who decide.

And what do the members of the board of directors know? Most know they are getting paid more than $100,000 a year to attend a few meetings and give a little advice. Naturally they want the CEO to be well paid.
It is also the board of directors that devises the wonderful goldenparachutes you read about--that payment of millions of dollars in retirement or termination benefits. You probably will be amazed, as I have been, when your read of an apparently unsuccessful CEO getting $20 million in exchange for his or her resignation.

Members of the board supposedly are elected by the stockholders, but you are in for a surprise there. There are no contests. If there are 12 positions on the board, then there are 12 candidates.

Of course, you are free to vote against any or all candidates.However, if you have been paying attention as you have read through thereport you have come to the statement of share owned by the officers and board members. The total is well in the millions, and voting is not oneperson one vote but one share one vote. If you own 100 shares, will yourvote matter?

You have one other matter to vote on. You can vote for or against the auditing firm the CEO and the board recommends. This is no small matter--audits can easily cost a million dollars. Your vote, however, is a small matter.

You may also get to vote on proposals presented by stockholders.Whatever the proposal is, you can count on the board of directors being unanimously and strongly opposed.
There is also a cover letter from the CEO urging you to vote because the company values your vote.

Some companies respect shareholders more than this scenario suggests.Some, for example, inform stockholders of what CEOs are being paid this year and ask stockholders whether or not they think the compensation isappropriate. This is a fairly recently development, and a majority of companies oppose this. Furthermore, those that do it do not promise tochange the compensation if the stockholders don't like it.

When you take all this in, you understand part of the reason for our current recession. It's not all because of bankers and Wall Street. Boardsof directors are part of the problem, and stockholders are virtually powerless to stop them.
The original article can be found here but it is necessary to be a paid subscriber to read it in this format.


Quinty said...

When Ronald Reagan pronounced that government is bad and the private sector is all good he spoke to a most eager and willing multitude. Eager, that is, to hear such words. And the philosophs (Laffer for example) who came up with economic systems supporting that point of view provided the rhetorical confirmations they needed. Greed became good and those on welfare were all Cadillac mothers seeking ways to bilk the taxpayer. Only "tax and spend liberals," aiders and abeters of their sordid fraud, were lower on the human scale.

Yes, with Reagan the desire to become rich was purified of all socially responsible needs, such as providing a useful, clean, and safe product or service. Nor was competence required, as George Bush 43 demonstrated.

Discussing this once with some Financial District types in San Francisco I remember how clearly "playing the game" was what it was all about to them. Playing the game, not actually doing anything the least worthwhile of course. Unless, of course, making oneself quite rich is considered worthwhile. Which, to be redundant, was to them. And how much these Financial types admired the best game players. What an inspiration they were. And there was no envy in them: they merely paid homage to the masters, that's all.

Remember that movie, Wall Street? A great movie.

jazzolog said...

You may be surprised and interested, Quinty, to learn a Wall Street 2 currently is in the works, again with Michael Douglas playing Gekko, and Olive Stone directing. Can't wait!

Quinty said...

And to think Senator Ben Nelson of Nebraska, a Democrat, opposes single payer because it would hurt the insurance companies. So, what are we the patients here for? Do we exist only to offer the insurance companies a financial angle to exploit in order to make a profit? Or, in some mysterious way, do the ins. companies exist ostensibly to help patients pay their medical bills? According to Nelson, and many more like him, including, alas, Democrats, profit is more important than health needs.

If the new Wall Street is as good as the last one it should be quite a good movie.

I was watching something on PBS the other night, reminding me that many settlers came here hoping to get rich. No wonder this country is in such a mess...... Though, to be fair, greed is not confined in the North American continent. Though we seem to have made a religion, with all its axioms, many absurd, out of it.

jazzolog said...

I confess I haven't studied the single payer idea yet, even though some of my most trusted friends are advocating it. I'm starting though, but in a typically back-assed fashion. I'm just finishing an article in an old AARP, that's been laying around since last summer, titled Why Does Health Care Cost So Much? by Shannon Brownlee. The title her book, Overtreated: Why Too Much Medicine Is Making Us Sick And Poorer, gives a hint of her take on the matter. I may post an entry on this topic.

But for today, I've spent the morning inside 2 remarkable online articles. One shows up in the current issue of Z, on the Supreme Court's involvement in the delightful overpowering of our system of government by big business.

The second is about American torture of its suspects. This is about whether or not to prosecute, by Dan Froomkin~~~

"Jacob Weisberg now joins Michael Kinsley, however, in arguing that the nation's collective guilt for torture is so great that prosecution is a cop-out. Kinsley, as I noted on Friday, wrote: 'If you're going to punish people for condoning torture, you'd better include the American citizenry itself...Prosecuting a few former government officials for their role in putting our country into the torture business would not serve justice or historical memory. It would just let the real culprits off the hook.'

"And here is Weisberg, writing in Newsweek: 'By 2003, if you didn't understand that the United States was inflicting torture upon those deemed enemy combatants, you weren't paying much attention. This is part of what makes applying a criminal-justice model to those most directly responsible such a bad idea. The issue we need to come to terms with is not just who in the Bush administration did what, but our collective complicity in their decision....Prosecuting Bush and his men won't absolve the rest of us for what we let them do.'

"There are two big problems with this argument, however. While it's true that the public's outrage over torture has been a long time coming, one reason for that is the media's sporadic and listless coverage of the issue. Yes, there were some extraordinary examples of investigative reporting we can point to, but other news outlets generally didn't pick up these exclusives. Nobody set up a torture beat, to hammer away daily at what history I think will show was one of the major stories of the decade. Heck, as Weisberg himself points out, some of his colleagues were actually cheerleaders for torture. By failing to return to the story again and again -- with palpable outrage -- I think the media actually normalized torture. We had an obligation to shout this story from the rooftops, day and night. But instead we lulled the public into complacency.

"Secondly, while it's certainly worth exploring why any number of people were either actively or passively complicit in our torture regime -- and I'm all for some national self-flagellation here -- that has nothing to do with whether senior administration officials willfully broke the law, and whether they should be held accountable. It doesn't change the law."

Links to the research are in the original at the Washington Post.

Quinty said...

I'll be happy with any half decent universal system which covers everybody. This is, after all, the United States of America. At the recent Senate hearing on national healthcare everyone was represented: nurses, business, the insurance companies, doctors, hospitals, etc. But no one for single payer. Which is why there was such a boisterous demonstration at the beginning of the hearing.

I have my doubts about the AARP which has been accused of putting its own profit motives ahead of the public good. And, if I'm not mistaken, I believe they oppose single payer. They are, however, and this is for sure, neck deep in health insurance coverage which greatly slants their point of view. And, like other insurance providers, they want to protect their interests. (By the way, I belong to AARP. Please don't ask my why. I have no legitimate excuse.)

Quinty said...

Oh - and I'm sure someone else can offer a better description - Single Payer would expand Medicare to everybody. It is the most practical, cheapest and best way of paying for universal healthcare because it also cuts out the middleman. Since this would cut out the profit motive the insurance companies see it as Devil's spawn. And it's probably DOA.

Curious. Everyone talks about reform. But witness the current scene in the Congress. It doesn't matter what party a rep belongs to, shaking things up can hurt him at home. So all of a sudden there is a great deal of opposition to reform from both parties. We seem to be witnessing that today.

Is Obama serious? Is he strong enough to get around the roadblocks of both parties? Let's hope the answer is yes on both counts.

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