Executive compensation: how much is enough? An in depth look at the rising cost of executive compensation compared to the performance of the firm.
Klett, Taylor ; Maniam, Balasundram ; Strack, Rhonda 等
ABSTRACT
This paper investigates the rising cost of executives in
today's corporations. The principal findings show that the cost of
an executive has risen and not always in accordance with the performance
of the firm. This has been to numerous factors including varying the
compensation packages and the tax benefits that corporations can obtain
while granting the various forms of compensation. Furthermore, this
paper investigates various companies and the manner in which the
executives were paid in relation to their performance.
INTRODUCTION
In today's world of large businesses we have seen companies go
out of business and hundreds of thousands of people lose their jobs.
Investors have lost their life savings and retirement funds have been
seriously hurt. With the spiraling down of retirement savings and stock
prices, it appears the only people who haven't been affected have
been the executives who run these businesses. We are now seeing
executives making decisions that only help themselves and not the entire
company, which is leading to a problem with shareholders buying into the
huge compensation packages that are often awarded. Executives are under
more pressure to deliver accurate and consistent numbers to the street,
and, accordingly, being in the hot seat of corporate America is causing
those executives to be rewarded in record amounts. This not only is a
burden to corporations but might well drive incorrect and unethical behavior amongst executives whose pay is closely tied to the performance
of the firm.
STATEMENT OF THE PROBLEM
The general problem in this study is to determine whether the
compensation of executives is in line with the overall performance of
the firm. Specifically: to compare salaries amongst executives in large
corporations; to review aspects of the firm's performance; and to
discuss the cost of these high price executives and their burden on
firms.
Purpose of the study
The purpose of the study is to compare firm's performance with
the level of compensation that executives receive. The study will also
show that executives have not been doing what is in the best interest of
the companies they control. They are not being paid for the results of
the company. Whether a company does well or not should make a difference
in the compensation of the people who run the company. The findings in
this study will show the impact and burden on both the executive and the
firm to commit to the numbers.
Sources, Scope and Limitations
Only US companies will be considered in our analysis. The
information discussed in this study was obtained from multiple sources
and all of the sources are from either academic journals or trade
related newspapers. All journal articles used have been peer reviewed
and published. The study will show that executive salaries and firm
performance are not parallel. The paper will show the types of
arrangements that top executives have and when the companies do not
perform up to expectations nothing was done and no changes were made.
Judgment will not be passed or opinions given on what amount an
executive should be paid or how to judge the performance of an
executive.
REPORT PREVIEW
The paper is organized in the following manner. The first part will
analyze executive compensation packages, including stock options and
other bonus features. A portion of the first section will discuss the
golden parachute clause and investigate any tax havens that exist for
nonmonetary compensation. The second part will then analyze company
performance, other employee compensation and retirement plans. Finally,
the two previous sections will be compared and a conclusion will be
formed.
CEO COMPENSATION PACKAGES
Between 1990 and 2002 US CEO pay has risen 279%, far more than the
46% increase in worker pay, which was just 8 percent over inflation
(Anderson, S., Cavanaugh, J., Hartman, C., Klinger, S., 2003, p1.). From
1980-1994 the average CEO salary and bonus went from $650,000 to
$1,300,000 (Hall, B., Liebman, J., 1998, p.13). During the same time the
mean values of stock option grants went from $155,000 to $1,200,000, a
682.5% increase (p.13). If the average worker had seen this same
percentage increase the average salary would be $68,000 instead of the
$26,267 it is today (Anderson, A., Cavanaugh, J., Hartman, C., Klinger,
S., 2003, p.21). This has led many people and shareholders to question
the structure and amount of money paid to executives. With the crash of
Enron, Tyco, and WorldCom executive compensation packages are now under
the microscope. Congress has enacted the Sarbanes-Oxley act which
requires companies that are publicly traded to provide key information
regarding the compensation that is given to their executives. This is
being done in hopes to put an end to the exorbitant packages that
CEO's are receiving while often draining the company of money. A
survey of companies in the late 1990's showed that 90% of companies
that responded had bonuses as a part of the compensation package (Beer,
M., & Katz, N., 2000, p.8). The concern of some companies is that
the bonuses, like the options, might drive bad behavior. The executives
are concerned with increasing their bottom line in the near term rather
than the long term increase in value. In the current economic times
companies are often on the brink of meeting expenses, the high packages
that are given to executives only put more pressure on the firms to
perform. This can lead to behavior that might push executives to do
extraordinary things to make the numbers that the shareholders are
expecting to see.
Certain schools of thought blame the Federal Accounting Standards
Board and the Securities and Exchange Commission for the out of control
nature of executive compensation. When faced with the question on how to
handle the accounting for stock options, the Accounting Principals Board
issued a request for experts to write a paper on their opinion on how
these items should be treated. The responses varied so much that the
board issued the following opinion: Inasmuch as none of the experts can
agree on a single figure that a company ought to charge to its earnings
with respect to a stock option grant, therefore the charge to earnings
will be zero (Crystal, G.S., 1991, p.22.) This had allowed corporations
to grant excessive option awards without taking the charge to their
earnings. Thus, the FASB and Congress can be blamed for the runaway
effect of CEO pay and for helping the corporations avoid paying income
taxes. The Securities and Exchange Commission requires that all cash and
non-cash based compensation be disclosed. There have been loose
interpretations of this rule and the methods used by corporations can
make the CEO look as if they are not being over-compensated when in fact
they are.
Recent legislation defining rules that accountants must abide by
when they provide opinions on publicly traded companies has now been
adopted. Under Section 402 of the Sarbanes-Oxley act, personal loans are
now prohibited to top executives of public companies (McGowan, D., &
Briensdale, T., 2003, p. 5). These loans became popular when companies
wanted their top employees to invest in stock in the company. The
company would in effect "loan" money to executives who would
buy stock which they felt would make the executives feel more compelled
to deliver the results that were expected. Often there were provisions
for debt forgiveness if certain performance goals were met and the
company would cover any income tax burden that the executive's
might face.
Stock Awards
There are several different kinds of stock awards that can be
granted. First are "incentive based options" which have the
following tax treatments: there is no liability except for Alternative
Minimum Tax until the stock is sold and when stock is sold it is taxed
as a capital gain; IRC [section] 162 does not apply in this case; the
company does not get a deduction unless it is a disqualifying
disposition; it is only available to employees, and the option price
must be equal to the Fair Market Value at date of grant (Shinder, 2002,
pp. 75-78).
The second type of stock award is "non-incentive based"
and different rules apply to this type of award. This is treated under
IRC [section] 83 and has the following guidelines: the primary
difference is that companies are allowed a deduction against ordinary
income at time of exercise; there is no AMT; the option price can be
less than fair market value, and it can be granted to non-employees (pp.
80-85).
The third type of grant is a" restricted stock award"
which usually takes form of a bonus with restrictions and has the
following tax guidelines: there is a vesting schedule attached to each
award that is given and is treated under IRC [section] 83; ordinary
income is not recognized unless a IRC [section] 83(b) election is filed.
If it is filed then the grantee records ordinary income for the amount
of the stock at fair market value on date of grant. If the [section]
83(b) election is not filed the income is not recognized until the
restrictions lapse (pp.85-90).
The fourth type of stock are "employee stock purchase
plans" (ESPP or ESOP) which abide by the following: these plans are
treated under IRC [section] 423; all employees are eligible to
participate; the price of the stock can be as low as 85% of the fair
market value on the start of the grant period; and most often these
plans are in six month terms but can go as long as 27 months with
different stock purchase dates depending on when the employee enrolled
in the plan (pp. 91-95).
Tax Treatments of Compensation
IRC [section] 162 limits deductions on salary to $1 million per
year. This rule applies to the CEO and the 4 other highest compensated
employees and must be disclosed to the SEC. If a non-incentive stock
plan is exercised it would apply towards the $1 million limit. Certain
items are excluded from the limitation. These include fringe benefits,
payments to qualified retirement plans, and qualified performance-based
compensation. (Crystal, G.S., 1992, p.138)
The IRS also regulates what is termed "Golden Parachutes"
in IRC [section] 280G. Golden parachutes are the payment that is
received when a company is sold or acquired by another company. In
general, [section] 280G provides that any payment in the nature of
compensation made by any party to certain "disqualified individuals" that is contingent on a change in ownership or control
constitutes a "parachute payment" (p. 99). If the payment
exceeds three times the base salary the excess is subject to a 20%
excise tax, where the base salary is determined by an average of the
five previous tax years. To be considered a parachute payment the
payment must be contingent upon a change in ownership. These provisions
are important in today's times of merger and acquisitions.
Executives can have large parachute clauses in their contract that would
drive them to act on certain offers where they are subject to benefit
monetarily.
Several bills were introduced into Congress which would tighten the
ways in which executives were compensated and the tax treatment of
certain "fringe benefits". One such example is H.R. 5095 which
would place a 20% excise tax on certain stock transactions undertaken by
executives. One other notable section of Sarbanes-Oxley is section 501
which repeals section 132 of the Revenue Act of 1978 (p7.). Section 132
defines rules regarding fringe benefit compensation. This section stated
that certain items were excluded from the gross income including
transportation benefits, working condition, and no additional cost
services. The repealing of this section does not imply that the Treasury
department can have full reign on deferred compensation but rather was
intended for the IRS to issue additional guidelines. The bill also sets
forth some guidelines for withholding on compensation in excess of $1
million.
There have also been regulations for tax shelters introduced for
reporting via their tax returns. This new regulation would require not
only corporations but also the executives to disclose on their tax
return any compensation treated as tax shelter.
Another item that Congress changed was the treatment of
split-dollar life insurance arrangements. Under these arrangements, the
company pays the premium on the life insurance policy and in turn
receives a portion of the payoff at time of death. The new regulations
Prop. Reg. Sec. 1.61.22 and Prop. Reg. Sec. 1-7872-15 treats the parties
in the transaction as either owners or non-owners depending on the
wording in the agreement (p.8). These payments are treated like loans
for the premiums. The Congress also added IRC [section] 457 which
indirectly addresses the granting of stock options to executives of
non-profit companies. Essentially if an employee received stock options
they would be considered taxable as deferred compensation. Currently
under the Financial Accounting Standards Board (FASB) companies can
choose how they handle stock options that were granted to employees.
They can either expense them using one of many different methods to
compute value or they do not have to expense them however it must be
disclosed in the notes of the financials the estimated cost of the
options. Due to the various accounting crises that have come to light
over the past two years the FASB is now considering a rule whereby all
companies would have to expense the options that were granted.
Compensation Evaluation
Currently in major publicly traded companies executive compensation
is set by a group of people who are outside directors named by the Board
of Directors and are referred to as the compensation committee. Serving
on a compensation committee is considered to be "the pits" by
many outside directors (Crystal, p.1). These groups meet several times a
year to review and update any changes to the compensation plans put into
place. Often negotiations ensue between the executive and the committee
where the executive is basically selling his services and the committee
is the buyer. In this scenario the CEO is most likely the Chairman of
the Board who hires the committee members he is negotiating with and
often a conflict of interest can and does arise.
When the compensation committee meets they often consult with
compensation consultant firms. These firms are hired by the company to
analyze the current packages given to executives and offer opinions and
comparisons to others in the industry. The problem that many have with
the consultants is the owner-agency problem. Who are these consultants
working for? They were hired by the corporation whose customers are the
shareholders yet the report findings are given to the CEO. Therein lays
a conflict of interest. In reality, if those recommendations did not
cause the CEO to earn more money than he was earning before the
consultant was hired, he was rapidly shown the door (p.13). Often the
compensation committees do not suggest methods to the board they rely on
the consulting firms to do the work for them. Once again, this can lead
to higher packages for executives because these firms are hired by the
CEO. The primary concern of the compensation committees and companies is
whether or not the companies are attracting, motivating and rewarding
the executives to promote the companies needs. The owner-agent problem
is common when considering compensation packages due to the fact that
you need to motivate the CEO of the firm to act in the best interests of
the shareholders (Duru, A.I. & Iyengar, R.J., 1993, p. 108).
These consulting firms also perform surveys of many firms asking
various questions about the types and amounts of compensation packages
offered. This data is then compiled and used in the analysis of the
executive's compensation. Often there is a pride in what companies
pay their employees so if the results yield that the executive is
underpaid compared to others in the industry the company will most often
receive an increase in pay.
Executive compensation in the past was based on stock price however
some companies determined that this didn't provide an accurate
measure so other measures such as earnings per share were implemented.
Even with this plan CEO stock ownership was ten times greater in the
1930's than in the 1980's (Crystal, G.S., 1992, p.138).
Additionally, many believe that CEO pay packages should be comprised of
company stock because of the motivational factor involved with stock
price. As a result of all the emphasis on stock price, today 60% of CEO
compensation and 30% of executives is in Stock Options (Elson, C., 2003,
p. 5). The effect this has had is for CEO's to focus on the
short-run instead of building a company that has long term value.
Granting of options as compensation is not without drawbacks. Options
were popular in packages until the compensation committees looked at
these further. CEO's would be granted a certain number of shares
and if the stock price went up the CEO would make money but if the stock
price went down often times they still made money. When this came to
light the committees changed from granting options to granting
restricted stock. This happens when the option price is so low that the
grantee's can exercise the options even if the stock price
doesn't go up.
According to a recent survey of executives many different variables
effect the perceptions of compensation. First, the majority of
respondents said that they do not consider the effect of day to day
decisions on the price of the stock (Beer, M., & Katz, N., 2003, p.
8). The survey also reported that when a majority of their compensation
is based on bonuses it has a negative impact on their decision making.
Interestingly, the factor that was considered to be the most motivating
was team work amongst employees of the company. Given this, it would
seem that management would want to invest time and money into
cultivating an environment where people feel a part of the team. By
fostering this type of environment people would be naturally motivated
to work for the better of the company because the personal and
professional gain is theirs.
There as been much research into the study of CEO compensation. The
pay scale has been compared to that of a tournament where first place is
often much greater than the following places. On the surface this
argument has merit because the package of the CEO is much larger than
that of the other executives. Another theory is that the CEO's are
paid like bureaucrats. This school of thought goes along with the theory
that if a bureaucrat isn't doing the job the people won't
elect him in again; in a corporation this would mean that if the CEO
didn't turn in results that were expected than the pay would be
reflective of that.
COMPANY AND MARKET PERFORMANCE
From the middle of May 1993 to July 1999 the Dow Jones Industrial
Average grew from 3,500 to over 11,000 points which is a 315% increase
in 6 years. In order for the Dow Jones Average to increase the stocks
that make up the average must increase. Companies grew throughout the
1990's at an overwhelming pace, as did their stock prices. This
created a "bubble" in the market that could not be maintained.
(Baker, Dean. "The Costs of the Stock Market Bubble." CEPR (2000), [journal online]; accessed Nov. 2003; available from http://
www.cepr.net) The average Price to Earnings ratio (P/E) of the companies
that make up the Dow Jones was 30:1 in 2000. The 50-year historical PE
average of the Dow Jones is less than half that, 14.5:1. (Baker, Dean.
"The Costs of the Stock Market Bubble." CEPR (2000), [journal
online]; accessed Nov. 2003; available from http:// www.cepr.net)
Companies such as Tyco and Enron made huge jumps in stock price
throughout the 1990's causing many people to become rich by
purchasing their stock and riding the rising stock market. In 1985,
Enron began its business as a company that shipped natural gas through
pipelines. Its role changed rapidly over the next 16 years, making it
one of the nation's most dominant energy traders. As the company
grew in size, power, and prestige, Enron began engaging in ever more
complicated contracts and undertakings. But alleged illegal,
off-the-balance-sheet transactions and partnerships were helping to
conceal Enron's growing debt problem. By the time investors,
employees, and the public learned of the company's crisis, the
downward spiral was virtually unstoppable. Enron stock was trading in
the mid-teens in 1993 and reached a high of just under $90 per share in
late 2000. While the stock was falling and Enron was going out into
bankruptcy the CEO was still receiving a salary of more than $10,000,000
per year with bonuses and "perks" that none of the employees
had the ability to enjoy. The investors and employees were losing
billions from the dropping stock price. Because of the structure of the
401K plans at Enron, employees were not permitted to move the matching
company stock they received for a period of time. ("Accounting
lessons" Writ. and prod. Hendrick Smith & Marc Shaffer. PBS,
WGBH, Boston MA., 20 June 2002) When the public became aware of what was
happening at Enron the stock started to drop and a percentage of the
stock owned by the employees was unable to be liquidated. To date there
have been more than a dozen ex-Enron Directors and managers indicted for
their participation in what took place at Enron. Additionally, there are
lawsuits against the law firm that worked with Enron and their former
Auditor, Arthur Anderson, has gone out of business and is facing charges
for the work with Enron
Tyco was founded in 1960 when Arthur J. Rosenburg, Ph.D., opened a
research laboratory to do experimental work for the government. In 1986,
Tyco returned its focus to sharply accelerating growth. During this
period, it reorganized its subsidiaries into what became the basis for
the current business segments: Electrical and Electronic Components,
Healthcare and Specialty Products, Fire and Security Services, and Flow
Control. The Company's name was changed from Tyco Laboratories,
Inc. to Tyco International Ltd. in 1993, to reflect Tyco's global
presence. Furthermore, it became and remains Tyco's policy to add
high-quality, cost-competitive, lower-tech industrial/commercial
products to its product lines whenever possible. Tyco was trading at
just over $5 per share in 1993 and reached almost $60 per share before
problems arose with the CEO and the stock started to fall reaching a low
of $12 in early 2003. Like Enron the CEO was receiving ever increasing
salaries through the run up and the eventual collapse of the stock
price. Reports indicate the CEO Dennis Kozlowski was paid in excess of
$10,000,000 per year as well as stock options and corporate perks. Mr.
Kozlowski has been brought up on charges of stealing company money and
illegally using company funds for personal gain. Allegedly Mr. Kozlowski
had over $200,000 in home repairs done to his home with company funds.
Another incident of this abuse was a $2,100,000 birthday party for his
wife in Sardinia that was funded with company funds. Mr. Kozlowski was
arrested last year for his actions and the trial started September 29,
2003 and is expected to continue for several months. (McCoy, Kevin.
"Kozlowski's spending likely to be major focus" USA
TODAY, 9 Sept. 2003)
Both Enron and Tyco showed enormous potential when these CEO's
took over the helm. They both had fantastic earnings and were well
respected by both industry peers as well as analysts, but in the
lifetime of the business cycle they both had short-lived reigns. At the
time Enron was the largest U.S. bankruptcy in our country's
history. It changed the energy market for the entire world and put
enormous pressure on the national economy. This has driven a change in
government compliance laws as well as the legal and accounting
industries put under pressure for their roles in Enron. (Rarey, Jim
"ENRONITIS--A COMMUNICABLE DISEASE." WORLD NEWSTAND. Feb. 2002
[magazine online]; accessed 7 Nov. 2003; available from
http://worldnewsstand.net).
INDUSTRY AVERAGES
During the time period where stock prices increased and the
eventual wrongdoings were starting, Enron and Tyco employee salaries
increased by 47% and the CEO average salary increased 279%. Although
there are big differences in the type of worked performed by the average
employee compared to a CEO of a publicly traded company, 232% is a
somewhat disparaging difference. (Anderson, S., Cavanaugh, J., Hartman,
C., Klinger, S., 2003, p1.)
CEO salaries of $3,000,000 with bonuses totaling $10,000,000 are
not uncommon and need to be compared to the average employee. The CEO
hourly rate computes to over $5,700 per hour in compensation. This does
not include corporate perks or other compensation that comes with being
a CEO. In 2003 the average hourly wage of employees in the U.S. was
$22.61 per hour which includes the cost of taxes paid by the employer as
well as vacation time and health and welfare benefits afforded to the
employee. (Bureau of Labor Statistics. Employer Costs for Employees
Compensations Summary 26 Aug. 2003)
EMPLOYEE RETIREMENT PLANS
Employee retirement plans have been a staple in American society
for 100 years. However, with the collapse of many companies in America
today, justifiably from the corruption of CEO's and those that sit
on the board of directors, the retirement funds of a great number of
employees have been severely impacted.
In 1974, congress passed the Employee Retirement Income Security
Act (ERISA) which was made law after the employees of The Studebaker
Corporation of South Bend Indiana lost their jobs as well as their
pensions. Studebaker was one of the largest and longest running
automobile manufacturers in the U.S. They had run into some hard times
and needed to close their plant in South Bend, where some 5000 employees
were laid off, 2000 had already retired and 1800 eventually lost their
jobs. The retirement plan that was in place was severely under funded
which created a liability when these people became eligible for
benefits. When Studebaker opened the South Bend plant in 1952 past work
credits were given to new employees which created an under funded
liability in the plan. When benefit increases were given throughout the
lifetime of the plant the liability grew until it couldn't match
what would be owed. (Wooten James, "The Most Glorious story of
Failure in the Business': The Studebaker-Packard Corporation and
the origins of ERISA" Buffalo Law Review, Vol. 49, (2001) : 683)
The ERISA Act of 1974 was created to protect employees from what
happened to the employees at Studebaker. Congress created funding
requirements that must be maintained by companies using defined benefit
plans. The Pension Benefit Guaranty Corporation (PBGC) was created by
ERISA. PBGC is an insurance policy that companies pay into to help
protect their employees from bankrupt retirement plans (Wooten James,
"The Most Glorious story of Failure in the Business': The
Studebaker-Packard Corporation and the origins of ERISA" Buffalo
Law Review, Vol. 49, (2001) : 683).
By 1990, 77 million workers participated in almost 900,000 private
retirement plans with assets totaling $1.7 trillion (Young, Tracey.
"Actuaries Urge Congress to Protect Defined Benefit Pension
Plans." (2003) 1-3). This added with the public plans of Federal,
state and local governments, pension assets total almost $3 trillion--it
totals 25 percent of the combined value of the New York, American and
NASDAQ stock exchanges (unk. "Private Trusteed Retirement Plan
Assets--Second Quarter 2000." EBRI Online, (2000) [journal online];
accessed 7 Nov. 2003; available from http:// ebri.org.). Because of the
decline in the stock market and the lagging U.S. job market, the pension
requirements set forth in the ERISA legislation are becoming more
difficult for companies to match. American companies are billions of
dollars short in funding the retirement plans of their employees. In
2003 congress passed legislation, giving company's additional time
to increase reserves in these plans so they become compliant with the
ERISA (U.S. Congress. House of Rep. Committee on Education & the
Workforce. Enhancing Retirement Security for Workers in Defined Benefit
Plans. Washington D.C.: HEWC 2003). Without the legislation companies
would be looking at fines and sanctions for not meeting the requirements
set in ERISA. As discussed above many of the Enron employees lost all of
their retirement savings they had in 401k plans due to the restrictions
on moving money held in company stock. Many companies have stopped
matching the employee 401(k) plans with company stock and are letting
employees move their money around in the plans much more freely.
CONCLUSION
The problem the study was defining was to determine the
reasonableness of an executive's compensation compared to the
performance of the firm. The problem was discussed in the following
manner: First, the salaries of executives were looked at. Secondly, the
firm's performance was reviewed. Third, the cost of the executives
and the burden to the firms. The purpose of the study was to compare the
firm's performance with the pay of the CEO to analyze any
correlation that might exist. US companies were analyzed in this report
using only peer reviewed articles or trade related sources.
There is no doubt that most executives in large corporations
dedicate a large portion of their time to the company and therefore
should be compensated for this. The question that is at hand is what
amount of compensation is considered adequate and reasonable. In the
past 10 years what was once considered reasonable compensation is not
adequate. It seems as if executives of the companies often let their own
needs and the short term gain of the company dictate the basis for the
decisions made. Too often the compensation of the executives is tied to
short term goals rather than long term value building. One such
measurement for long term success is customer satisfaction and quality
of products or services delivered. For incentive compensation to work,
corporate boards must choose both the right measures and the right
levels of performance. (Rapport, 1999, p. 92). Stock options do provide
this measure because their worth is driven by the stock price.
The following measures could be implemented to stop the abuse of
stock options issued as compensation: require options to be expensed by
an appropriate FASB pronouncement (while reasonably allowing for the
inevitable exceptions and unique problems of certain industries), and if
the FASB fails to do so act, then demand Congress adopt appropriate laws
to regulate these stock options accounting handling; change the
accounting procedures that allow corporations to deduct the perks for
executives; regulate the amount of Pension Funding that is required to
protect employees; and require shareholders to more directly approve
large pay packages or bonuses to the executives.
The question that must be answered is: "do these options
measure the right level of performance?" Often shareholders want to
reward executives for above average performance, however the
compensation structure is not measured in that manner. For stock options
to provide both the right measure and correct level of compensation, a
comparison to the performance of the competitors would be needed. This
would provide shareholders with a gauge of how the industry they are
competing in is performing. However, with inconsistent accounting
requirements, such a comparison may not be available.
The conclusion found after researching this topic is CEO's
need to be paid in relationship to how their company is performing. A
system needs to be in place that does not entice CEO's to make
short term decisions to increase stock price or meet short term goals
that helps them get bonuses; rather the system should reward for doing
what is in the best interest of the employees and stockholders of the
company in the long term. The CEO's main objective is to increase
shareholder wealth and this should be a large factor in determining
compensation for those who run publicly traded companies.
Congress has stepped in with new legislation such as Sarbanes Oxley
and they are adding new regulations to ERISA in an effort to provide
clear direction to these CEO's and their board of directors.
Congress and its watchdogs need to maintain a sharp lookout against
corporate corruption and give the SEC the tools and power to go after
companies breaking the laws and after the people who willfully break the
law. By setting a precedence of not tolerating the corruption that we
have seen a strong message will be sent to those who are at the helm of
large companies.
While CEO salaries have kept increasing almost exponentially, the
employee's salary increases have not followed. The Board of
Directors must maintain independence when determining the compensation
of the executives. In the current structure there is a definite
owner-agent concern that might drive undesirable behaviors. This
shortcoming should be addressed and a solution implemented where both
regular employees and executives are rewarded on the same metrics.
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