[Rhoda Anderson Associates: Innovative Solutions for Corporate Operations]
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On Complying with New Disclosure Standards

Rhoda AndersonRhoda Anderson runs Rhoda Anderson Associates, a corporate governance consulting firm, and is CEO of OnlineProxy.com, which publishes corporate documents online.A former head of shareholder relations for AT&T and later director of the corporate secretary's department at Lucent Technologies, Anderson advises companies on such matters as meeting new federal reporting requirements. These include the Sarbanes-Oxley Act, which became law last July in the wake of the Enron and WorldCom scandals and requires the CEO and CFO of a company to certify the accuracy of financial statements filed with the Securities and Exchange Commission. The act also requires the disclosure of insider trading within two days of a trade and calls for disclosure of whether a company has a code of ethics for senior financial executives.

NJBIZ: Each day brings news of corporate misdeeds. Has business become an ethical swamp?
Anderson: If the question is, "Is all Corporate America in an ethical swamp?" the answer is no. There has been good corporate governance in place for a long time, but there have been some bad apples spoiling the whole area. There has been some mismanagement, people doing things that most of us would agree are not correct, and now everyone is looking at everybody.

NJBIZ: How will new reporting rules affect the behavior of companies?
Anderson: The new rules coming down the pike are in response to the areas in which shareholders are showing concern. You have the New York Stock Exchange implementing new rules, you have the SEC, you have the Sarbanes-Oxley Act, and all three of these areas are trying to address what shareholders are saying they want, which is more disclosure and more openness about what's happening in the boardroom. For example, companies are having to publish their codes of ethics and that is something that people wouldn't have thought of before. But now everyone is going online to see if this is an ethical company or not. And that's one way for companies to show that they are. Not only do they have to show that they have a code of ethics, but they have to publish it.

NJBIZ: Could the new reporting requirements become particularly onerous for small companies?
Anderson: They could become onerous for all companies with all these things that companies are being asked to disclose. Somebody has to do that. And that's normally the corporate secretary's office. And it takes money to do that.What companies have to look at is questions like, "How can we do it, effectively and efficiently, but more important, cost-effectively?" You can think of this as the two C's, because you've got compliance and the cost of compliance. And it's certainly going to make a difference in how companies approach putting operations and procedures into place. Oftentimes, to get people to move from one position, you have to go to an extreme to get them to move off the dime from where they're at. There's going to be a lot of working out of problems and procedures that have to be in place.

NJBIZ: Will we see dramatic changes in business behavior as a result of the new rules?
Anderson: We've been doing these things along the way. Corporate governance has been an issue for a long time. People are paying attention to it. I don't think we're going to see a dramatic change in companies because most companies aren't having a problem. Would it have weeded out the Enrons and the WorldComs? I don't know. Because if people are practicing deceit, they probably could practice deceit regardless [of the rules].

NJBIZ: Is there a need for executive compensation packages to be restricted?
Anderson: In our democratic, free society? I don't think so. If we were going to go down that road, why wouldn't that apply to other occupations, like baseball players, like movie stars, like everyone else? You're talking in terms of executives of big companies, people who have huge responsibilities, who have the talent, and in fact, have a direct impact on the success of the company. I would probably be more inclined to say executive compensation should be linked closely to the success of the business than I would be to say there should be a cap on it. NJBIZ:What might be considered exorbitant pay in today's corporate environment? Anderson:You have to look at a lot of factors like the position of the company and how well it's doing. In my opinion, some of the problems have more to do with insider trading than with compensation.And that is one area that the SEC is clamping down on by saying that all senior executives and board members must disclose whenever they have activity in the market; they must disclose it within two days.And every company is going to have to go out and keep track of these SEC filings and make sure they can do it efficiently and on time. One of the problem areas that is greater than compensation in my opinion is that people have been out benefiting themselves and not looking out for the employees or the shareholders.

NJBIZ: You took a straw poll of 25 corporate executives in July and found that most lacked the systems to meet upcoming reporting requirements. What is the significance of this?
Anderson: Those findings are saying that companies don't have the procedures in place to meet those kinds of changes, like having their corporate ethics in a format that they can put on the Web. I'm sure companies have [ethics policies], but they haven't put them on the Internet to be published for the whole world. And shortened filing deadlines are going to have a significant impact on every company. Companies are now being required to publish many things on their Websites, and companies are going to have to look at that and ask, "Can we do that? Are we doing that efficiently?"

NJBIZ: What is the role of corporate governance?
Anderson: I view corporate governance as the fundamental policy of a company in how it runs the business. It's a blend of the legal issues and requirements and operational issues. It's what you're supposed to do and how you do it. And it takes money. Budgets are a concern in this day and age but I can tell you that it often takes more money to correct something that wasn't done right in the first place.

[Contact Us at 973-683-1484 or randerson@rhodaanderson.com]

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