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
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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
Another central feature of the board of directors is the question of whether the CEO is also the chairman of the board. When the CEO is also the chairman this is often referred to as “CEO duality”. In the US the CEO is often the chairman of the board. Studies have shown that the board in most cases
It is essential that the role, duties and responsibilities of directors are clearly defined. The Combined Code (2006) states that “the board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed”.
The stakeholders in this fraudulent case of WorldCom consist of Bernie Ebbers, Scott Sullivan, Buford Yates, David Myers, Cynthia Cooper, and Betty Vinson belong to the company. While the other stakeholders would consist of the creditors, Andersen (accounting firm), investors, and the public. This fraudulent act committed within WorldCom impacted every single stakeholder in a way. Either in a negative or positive way, most of the impact was caused with harm to everyone. The main individuals such as Ebbers, Sullivan, and Vinson all had major consequences as resulting with the fraud. Criminal trials were a major result with their fraudulent acts within WorldCom. Cooper was a lifesaver by most of the community. Aside from these individuals, the rest also got affected by the fraud. Investments conducted by the investors were all lost within the fraud process. The impact towards much of the image for Andersen was ruined. Many of the public lost their trust on the honesty and professionalism of Andersen and other certified public accounting firms. The entire employees from the top management to the smaller group of workers stayed unemployed and some with criminal punishment.
The Model of Trust Enhancement was established to enhance and maintain the public’s trust in the accounting profession. Over the last two decades, the ethics of the accounting profession has been questioned and public trust destabilized, in particular for auditors, due to the Enron debacle. The fact that an auditing firm would assist their clients with publishing an inadequate set of financial statements shows their willingness to violate laws and regulations (Sims & Brinkmann, 2003). According to the textbook, “Because trust is essential, even the appearance of an accountant’s honesty and integrity is important. The auditor, therefore, must not only be trustworthy, but he or she must also appear trustworthy” (Duska, Duska & Ragatz, 2011, p. 116). The majority of statements filed inadequately have a substantial impact on the credibility of the accounting profession as a whole. Sullivan (n.d.10) states that a CPA must possess a high level of trust, by applying professional judgment and enhancing the three trustworthy characteristics (ability, benevolence, and integrity) when resolving accounting ethics dilemmas (slide 3).
A well-articulated compensation philosophy drives organizational success by aligning pay and other rewards with business strategy. It provides the foundation for plan design and administration and anchors current and future plans to the company's culture and values (Kaplan, 2006, p.32). Recognizing and rewarding achievement is the cornerstone of the company A’s compensation philosophy. The mission of the company is to attract, select, place and promote all individuals based on their qualifications. The company believes that performance-based compensation helps attract, develop and retain talented professionals. In addition to base pay which based upon local market conditions and targeted to be above market, the company provides the following types of potential compensation to reward performance:
This company in recent past was floundering under a leadership and management style that had become bloated and unproductive. The board of directors had swelled to more than 50 members with no clear lines of communication between the board, the CEO, and management. This created a void as directives and tasks became poorly understood and remained unfinished. The goals of
On March 15, 2005 former CEO of WorldCom, Bernard Ebbers sat in a federal courtroom waiting for the verdict. As the former CEO of WorldCom, Ebbers was accused of being personally responsible for the financial destruction of the communications giant. An internal investigation had uncovered $11 billion dollars in fraudulent accounting practices. Later a second report in 2003 found that during Ebber’s 2001 tenure as CEO, the company had over-reported earnings and understated expenses by an astonishing $74.5 billion dollars (Martin, 2005, para 3). This report included the mismanagement of funds, unethical lending practices among its top executives, and false bookkeeping which led to loss of tens of thousands of its employees.
WorldCom was the ultimate success story among telecommunications companies. Bernard Ebbers took the reigns as CEO in 1985 and turned the company into a highly profitable one, at least on the outside. In 2002, Ebbers resigned, WorldCom admitted fraud and the company declared bankruptcy (Noe, Hollenbeck, Gerhart, &Wright 2007). The company was at the heart of one of the biggest accounting frauds seen in the United States. The demise of this telecommunications monster can be accredited to many factors including their aggressive-defensive organizational culture based on power and the bullying tactics that they employed. However, this fiasco could have been prevented if WorldCom had designed a system of checks and balances that would have
Bernard Ebbers is an Ex former chief executive, and the co-founder of WorldCom. WorldCom was the second largest long distance phone company in the United States now known as MCI, because of the tremendous scandal that led to the company’s bankruptcy (Crawford, 2005). With the grand success of WorldCom, Bernard Ebbers became one of the most powerful American businessman ever to face a criminal trial. In 2005, Ebbers was found guilty of securities fraud, conspiracy, and filing false documents with regulators. With the fraud committed to WorldCom, it led to a big scandal leaving the company in bankruptcy and affecting thousands of people’s jobs. Bernard Ebbers is now labeled Americas Top 10 frauds list of all time.
Although research generally confirms that pay-for-performance plans can influence greater outcomes, it is unclear how effective different pay plans are relative to each other (Park, 2012). Like most things in business, compensation is something that requires evaluation, study, assessment, strategy, modeling and integration. Achieving a pay for performance culture does not happen without paying attention to the behaviors, activities, rewards and motivations that have to be linked and reinforced through a well engineered and successfully executed process. Actually if that process does not tie rewards to shareholder financial objectives, employ the proper mix of compensation elements, result in meaningful dollars, embrace performance that employees can impact and are effectively communicated and reinforced, then the results it produces will likely fall short (Vision Link Advisory Group, 2013).
From the time of WorldCom’s inception there always seemed to be a tradition in management as if the company was only 100 or so employees. There was a “good old boys” mentality among the limited few running the company and if you were outside that circle then were told only what they wanted you to hear. An unspoken rule among employees was to do what you were told without questions or risk the consequences. One example of this situation occurred when senior management member Gene Morse told an employee “If you show those damn numbers to the f****ing auditors, I’ll throw you out the window” (Kaplan, R.S., & Kiron, D., 2007, p. 3).WorldCom showed no concern regarding an employee’s need and obligation to voice concerns on matters related
There was a time when big shareholders, typically institutions, were very quiet investors who let Boards get on with running companies with barely a murmur of complaint. But not any more it seems. In recent months, many companies have heard their biggest shareholders complaining, both at the AGM and beforehand in the Press, about everything from strategy to director pay issues. Whilst the biggest shareholders often have small percentage holdings they are getting listened to more and more. They have found ways to increase the volume of their “stakeholder voice” by using the Press, or by voicing their concerns through an umbrella body such as the Association of British Insurers. The ABI’s members control a large percentage of the overall stock market, meaning that companies are far more likely to have to listen. Why are they suddenly shouting? A mixture of poor performance, the institution’s own investors shouting at them, and a belief that better governance leads to improved profits and a better share price.
Other steps the board should have taken in order to improve overall corporate control include the recognition that the governance of risk is the Board’s responsibility, and not that of the CEO. This initiative would have enhanced collective responsibility for the company thereby avoiding exploitations of the company’s information for personal benefit. Moreover, the board of management ought to have acknowledged that they had a right to elect a new CEO. Owing to the fact that the board can employ their desired executive based on merit, getting rid of the incompetent head would have enhanced the long-term performance of the company.
The Board and its Committees did not function in a way that made it likely that they would notice red flags. The outside Directors had little or no involvement in the Company’ s business other than through attendance at Board meetings. Nearly all of the Directors were legacies of companies that WorldCom, under Ebbers’ leadership, had acquired. They had ceded leadership to Ebbers when their
This paper will discuss the corporation WorldCom, a telecommunications company that was based in Mississippi. In 2002 WorldCom was involved in one of the largest accounting scandals in the United States. WorldCom inflated its assets by nearly $11 billion dollars, which eventually lead to about 30,000 employees losing their jobs, as well as, 180-billion dollars in losses for its investors. The CEO at the time of this accounting fraud was Bernard Ebbers and led to him receiving a 25-year prison sentence. This paper will go into the details of how WorldCom was able to manipulate its accounting records to deceive its internal auditors, as well as, investors.