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Preserving Trust Objectives : Restoring Trust

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Restoring Trust Objectives
Restoring Trust was a culmination of Richard Breeden’s efforts in response to his role as the corporate monitor for WorldCom, Inc. Breeden’s intent was to achieve an improved board performance, improve committee performance, performance based Executive Compensation and enhance the shareholder power through the proposal. Breeden envisioned a system of checks and balances with equitable power amongst management, the board and shareholders. Breeden’s notion was that improving the board performance goes beyond having members with the right experience and background. He proposed that the CEO and chairman are independent of each other to encourage a separation of leadership and board independence. He defined having …show more content…

The concept of curbing severance benefits and setting ceilings on compensation hoped to drive direct line of sight for shareholders and investors and promote a culture of pay for performance. Breeden’s suggestion to enhance shareholder power gave shareholders a voice in board member nominations and thus a voice in the company’s governance. He also advocated for a virtual town hall for shareholders to be able to voice their opinions, concerns and share feedback for the board and management to address. He hoped that by enhancing shareholder power, it would provide transparency, open communication and direct accountability.
Need for Reform There is a need for reform in corporate governance, especially in the case of WorldCom, Inc. to address gaping holes that exist due to disengaged and ineffective boards and complacent CEOs. There was a lack of effective oversight and complacency by the board members as the board was split with legacy WorldCom and legacy MCI board members. Clifford Alexander, Judith Areen and Bert Roberts were former MCI board of directors. Similarly, James Allen, Carl Aycock, Max Bobbitt, Francesco Galesi, Stiles Kellet, Ronald Beaumont, Gordon Macklin, John Sidgmore and Scott Sullivan had been serving on the board for a while. Bernard Ebbers served on the board since 1983 and became CEO in 1985.
The tenure on the board and transition of board members over acquisitions and

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