But they are precisely why I am here--- to visit John H. Biggs at his New Mexico home.
In case you don't recall, Mr. Biggs' chairmanship of the new Public Company Accounting Oversight Board was a virtual 'done deal' last summer. Suddenly, the appointment became doubtful. This was odd because the newly retired Chairman, President, and CEO of TIAA-CREF has a resume of academic, management, and accounting experience that made him a stellar choice for the job.
When William Webster was named instead, Mr. Biggs became a symbol of corporate reform. Harvey Pitt and William Webster became symbols of business as usual. Now, Mr. Pitt has resigned as head of the Securities and Exchange Commission and William Webster has resigned as chairman of the still unformed Oversight Board. Both a powerful SEC and a reform-oriented Oversight Board are seen as vital to the restoration of investor confidence.
Asked if he was still a candidate, Mr. Biggs shrugged his shoulders. He indicated that his "retirement" had more than enough commitments, that appointing a lone Democrat was probably not workable, and that he and his wife Penelope were happy to divide their time between New York and Santa Fe instead of moving to Washington.
What I learned in an exclusive two-hour interview is that John Biggs is interested in reform. But none of the changes he had in mind would cause anyone to call him a zealot. Indeed, he believes that many of the changes legislated in the Sarbanes-Oxley bill will be very difficult to put into practice. He also believes that Harvey Pitt was well on the way to tough interpretations of Sarbanes-Oxley.
What we lost in the political shuffling was Mr. Biggs' instinct for finding direct and practical changes that would foster the rebirth of investor trust. He talked about three major themes: auditor independence, strong accounting regulation, and eliminating the abuse of fixed price corporate stock options.
On auditor independence: "If the company has what appears to be a permanent relationship with the auditor, and the CFO is a former partner of the (audit) firm, and the audit firm does significant additional work, then investors have a right to believe that the auditor is no longer independent," he said.
His cure? Mandatory rotation of auditors, with term limits of five to seven years. "That would reduce the present value of the relationship by two-thirds," he explained. With years of big auditing fees ahead of them, audit firms are tempted to protect their accounts. As a result, they may bend to the firms they are auditing. Capping the term of the relationship would reduce the value of the account and tempt the auditor less.
In addition, the knowledge that another firm would soon be doing the same audit would increase auditor sensitivity to conflicts. In effect, each auditor would feel the next auditor looking over his shoulder.
On accounting standards: "I'd like to end the 'tin-cup' process for funding accounting standards." He explained that existing organizations like the Financial Accounting Foundation and the Foundation for the International Accounting Standards Board were funded by regular solicitations of companies and their auditors. Indeed, he said that Enron's Ken Lay, when asked for a $100,000 donation, was bold enough to ask his corporate counsel if it would buy any influence.
As an alternative, Mr. Biggs suggests a fee on financial transactions or registrations. The fee would provide an independent source of revenue. He'd also like to see Congressional legislation that would define a strong regulatory role.
On stock options: "There is a lot of evidence that they (fixed price stock options) were undervalued. As a result, many companies were very, very generous with option grants and options became 50 to 60 percent of executive compensation.
"It's just a wildly capricious form of compensation. Paul Volcker is very direct about it--- he said fixed price options weren't appropriate compensation.
"I think the way Intel uses options is terrific--- only 2 percent go to top execs. It's great for young engineers. But for senior management, they're really a very dangerous form of compensation. They basically cause a misalignment of shareholder and executive interests. They can cause managers to take more risk because the payoff can be so high."
As I left, I was happy for John Biggs: he was going to have Thanksgiving in Santa Fe. But I couldn't help wishing, for you and me, that he was in Washington.
This article contains the opinions of the author but not necessarily the opinions of AssetBuilder Inc. The opinion of the author is subject to change without notice. All materials presented are compiled from sources believed to be reliable and current, but accuracy cannot be guaranteed. This article is distributed for educational puposes, and it is not to be construed as an offer, solicitation, recommendation, or endorsement of any particular security, product, or service.
Performance data shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown.
AssetBuilder Inc. is an investment advisor registered with the Securities and Exchange Commission. Consider the investment objectives, risks, and expenses carefully before investing.