Monday, May 15, 2006

Notes from Around the Web

Numbers Pressure: In an article in its May 2006 issue, CFO Magazine reports the results of a survey of finance executives. Among other things, the survey participants were asked:

Do you ever feel pressure from your superiors to use aggressive accounting techniques to make results appear more favorable?

11 percent of public company participants and 23 percent of private company participants answered this question "Yes, " meaning that they did feel pressure from superiors to use aggressive accounting. The article optimistically suggests that these results show that Sarbanes Oxley's certification requirements are having a positive impact, because of the superior public company survey results. The glass-is-half-empty interpretation, by contrast, is that even in this day of heightened corporate scrutiny, some companies CEOs are still straining to leverage accounting to make their numbers. The private company survey results are particularly dispiriting. Corporate boards may also want to note the survey finding that 44% of the respondents believe that their CEO does not know as much about finance as he or she should.

Perhaps the CEOs Should Buy This Book: In light of the CFO Magazine survey's results suggesting that some CEOs may lack of sufficient financial knowledge, it may be timely that the latest title in the "For Dummies" series is Sarbanes-Oxley for Dummies. Although the book favors simplicity of expression over depth of analysis, it is actually a pretty good resource. The book contains a number of useful appendices, including sample audit committee reports, etc., The book's list of the "Ten Ways to Avoid Getting Sued or Criminally Prosecuted" probably would justify the book's price for most corporate officials.

And Speaking of Sox...: An alert D & O Diary reader raises the interesting question whether the current wave of restatements arising from options backdating will lead to the first application of the forfeiture provisions of Section 304 of the Sarbanes-Oxley Act. Section 304 provides for officers' forfeiture of incentive/bonus compensation in the event of restatements. Give that any restatements for options backdating would be due to a requirement to accurately present the officers' compensation, there would be a certain symmetry in requiring the officers to return the compensation and stock profits to the company.

"Thompson Memo" Update: Readers as concerned as the D & O Diary is about the possibility that corporations seeking to avoid criminal prosecution by following the Thompson Memorandum might choose to terminate payment of employees' attorney's fees will want to read today's post on The CorporateCounselnet blog.

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