ADVISORY

The following University of Michigan Business School faculty experts are available to comment on corporate governance issues. Please contact Bernie DeGroat at the U-M Business School’s Office of Communications if you’re in need of a source. Eugene A. Imhoff Jr., the Ernst & Young Professor of Accounting, is an expert on the measurement and reporting of financial data, accounting quality, off-balance sheet financing schemes and the economic impact of financial statement disclosures. The author of two accounting textbooks, he has written current articles on “Accounting, Auditing and Corporate Governance” and “Stop Playing Games and Fix Accounting and Corporate Governance.”

“For auditors to maintain independence from management, there is only one effective fix,” Imhoff says. “Mandate rotation of auditors for all major publicly traded companies every three years. The auditor would be more inclined to exercise professional judgment when management is observed to be doing things that could be detrimental to the shareholders.”

In addition, Imhoff says that four actions should be taken to address current governance weaknesses: Do not allow the CEO to be chairman of the board for publicly traded firms; do not allow outside directors to hold stock options; establish a sub-committee of outside directors to nominate new board members; and initiate a continuing education requirement for all corporate board members. Cindy A. Schipani, professor of business law, is co-director of Corporate Governance and Corporate Social Responsibility at the William Davidson Institute at the U-M Business School. Her primary research is in corporate governance, with a focus on directors’ and officers’ duties. She has written “Corporate Governance in a Global Environment: A Search for the Best of All Worlds,” “The Purposes and Accountability of the Corporation in Contemporary Society: Corporate Governance at a Crossroads” and “The Role of the Corporation in Fostering Sustainable Peace.”

“The accountability of corporate boards in corporate governance has evolved over the years,” Schipani says. “Courts and legislatures often are caught in balancing acts. Historically, the challenge was to strike a balance between holding directors accountable to shareholders and not overly constraining their ability to perform their job. But these are not the only balances that need to be considered. Most states permit that in making certain corporate decisions officers and directors consider the welfare of other corporate constituencies in addition to shareholders.

“Once the facts of the Enron and other situations fully come to light, questions will arise not only about accounting practices and regulations but also about the role of the board of directors and its oversight function. Only time will tell how these issues will be resolved, but it wouldn’t be surprising to find the courts and legislatures strengthening the boards’ oversight function in an effort to promote more corporate accountability.” Gerald F. Davis, professor of organizational behavior and human resource management, is an expert on corporate governance&#151boards of directors, takeovers, acquisitions, divestitures, and institutional investor influences on management. He is author of “Stockholders, Ownership and Control,” “The Small World of the Corporate Elite” and “Top Management, Company Directors and Corporate Control.”

“Enron and WorldCom may be isolated instances of corporate governance gone bad, but their boards are not especially isolated,” Davis says. “Enron’s directors served on the boards of 10 other Fortune 1000 companies across the United States, including Compaq, Eli Lilly, Lockheed Martin and Motorola. The directors of those 10 boards, in turn, served on another 49 Fortune 1000 boards. “Put another way, 95 directors served on boards with Enron directors, and 482 more directors are only two ‘degrees of separation’ from the Enron board. Among corporate directors, it really is a ‘small world.'” Timothy L. Fort, associate professor of business ethics and business law, is co-director of Corporate Governance and Corporate Social Responsibility at the William Davidson Institute at the U-M Business School. He is author of “Doing Good Business: A Work Ethic of Quality and Dignity,” “The Role of the Corporation in Fostering Sustainable Peace” and “Integrating Trends in Whistleblowing and Corporate Governance: Promoting Organizational Effectiveness, Social Responsibility, and Employee Empowerment.”

Fort says that the current crisis “is about creating incentives for people to want to be ethical. Some people will do it on their own. Others need the threat of punishment, and criminal sanctions have a role to play in that. “But, in addition, people do respond to wanting to do something that’s good. And it seems that in an awfully complicated world, executives ought to be able to see that the trustworthiness of our institutions, business as well as governmental, makes a difference to how the world views us. I think we’d enhance our security if executives were more ethical.” Anjan Thakor, the Edward J. Frey Professor of Banking and Finance and chair of the Finance Department, is an authority on corporate finance and financial intermediation. He has written “The Many Faces of Information Disclosure,” “Corporate Control Through Board Dismissals and Takeovers” and “Becoming a Better Value Creator: How to Improve Your Company’s Bottom Line