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  • 标题:Executive compensation: how much is enough? An in depth look at the rising cost of executive compensation compared to the performance of the firm.
  • 作者:Klett, Taylor ; Maniam, Balasundram ; Strack, Rhonda
  • 期刊名称:Journal of Organizational Culture, Communications and Conflict
  • 印刷版ISSN:1544-0508
  • 出版年度:2005
  • 期号:January
  • 语种:English
  • 出版社:The DreamCatchers Group, LLC
  • 摘要: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.
  • 关键词:Employee stock options;Executive compensation;Executives

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.

REFERENCES

"Accounting lessons" (2002). Writ. And prod. Hendrick Smith & Marc Shaffer. PBS, WGBH, Boston MA., 20 June 2002

Anderson, S., Cavanaugh, J., Hartman, C. & Klinger, S. (2003, September). Executive Excess. Multinational Monitor, 5-7.

Baker, D. (2003). The Costs of the Stock Market Bubble. CEPR (2000), [journal online]; accessed Nov. 2003; available from http:// www.cepr.net

Bureau of Labor Statistics. Employer Costs for Employees Compensations Summary 26 Aug. 2003

Crystal, G.S., (1991, Fall). Why CEO Compensation is So High. California Management Review, 9-29.

Crystal, G.S., (1992, July-August). CEO Pay: How much is Enough?. Harvard Business Review, 130-139.

Duru, A.I. & Iyengar, R.J., (1993). The Relevance of Firms' Accounting and Market Performance for CEO Compensation. The Journal of Applied Business Research, Volume 17, Number 4, 107-118

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Rappaport, A., (1999, March-April). New Thinking on How to Link Executive Pay with Performance. Harvard Business Review, 91-94.

Rarey, Jim "ENRONITIS--A COMMUNICABLE DISEASE." WORLD NEWSTAND. Feb. 2002 [magazine online]; accessed 7 Nov. 2003; available from http://worldnewsstand.net

Shareholder Concerns Link Executive Pay to Performance. (1993, February). Journal of Accountancy, 22-23.

Shnider, B.J., (2002). Tax Consequences of Stock-Based Compnesation. Journal of Deferred Compensation, 72-106.

Sunk. (2000). Private Trusteed Retirement Plan Assets--Second Quarter 2000. EBRI Online, (2000) [journal online]; accessed 7 Nov. 2003; available from http:// ebri.org.

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.

Vafeas, N., (2003, Summer). Further Evidence on Compensation Committee Composition as a Determinant of CEO Compensation, Financial Management, 53-70.

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

Young, Tracey. "Actuaries Urge Congress to Protect Defined Benefit Pension Plans." (2003) 1-3.

Taylor Klett, Sam Houston State University

Balasundram Maniam, Sam Houston State University

Rhonda Strack, Sam Houston State University
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