Big business races to reform itself

A wave of corporate bribery in the 1950s and 1960s brought about the Foreign Corrupt Practices Act. It also prodded companies to create internal codes of ethics that, it appears, are only as good as the emphasis placed on them by managers.

Indeed, some free-market enthusiasts say do-it-yourself actions may not be sufficient to correct abuses without new law and regulation. "You can't assume the market will correct by itself," says Mr. Weidenbaum, a former top adviser to President Reagan:

Some critics, too, say the new rules aren't tough enough.

"So much of it is an effort by business and government to look like they are doing something to improve the situation," says Les Greenberg, chairman of the Committee of Concerned Shareholders. "As time passes, it will go back to business as usual."

The shareholder activist, a lawyer in Culver City, Calif., wants the rules for corporate proxies changed so that "truly independent" outsiders have a change to be elected directors in competition with those candidates selected by management and fellow directors. At the moment, an outside director-candidate faces expenses as high as $250,000 to get his or her name on the ballot.

At present, he argues, directors are too beholden to management to do their job properly.

Jeffrey Sonnenfeld, associate dean of Yale School of Management, has examined companies ranked by Fortune magazine as "most admired" and "least admired," in terms of corporate governance. He finds little difference between the two. Both groups had boards with similar compositions of independent directors, size of board, personal wealth invested in the company, and so on.

Even Enron had a superb board in terms of the experience and background of its directors. Thus, "mechanistic" reforms in boards, though desirable, do not automatically improve corporate behavior, he says.

Given the limited power of boards, chief executive officers remain pivotal to the goal of correction from within.

CEOs of major corporations are "disappointingly silent" on the scandals, Mr. Sonnenfeld says.

The risk of silence, experts say, is a backlash in public opinion that could affect the climate for regulation and consumer confidence.

A survey published Wednesday by the Financial Times, found that the top executives and directors in the top 25 companies to go bankrupt in the past 18 months amassed a total fortune of $3.3 billion, even as hundreds of billions of shareholder value and nearly 100,000 jobs were wiped out.

The climate of public opinion regarding such news depends somewhat on whether the current wave of reforms restore trust and help turn around one of the worst bear markets in decades.

The nation's major stock exchanges are clearly concerned. The New York Stock Exchange rules proposed Wednesday were expected to aim at increasing the role and authority of independent directors. They would, among other things, tighten the definition of what "independent" means. Nasdaq ones announced last week are mostly similar.

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