Best posts on Finlay ON Governance from Apr 2009

Easter is a time that brings with it the miracle of spring and the re-birth of the land and the trees, the return of the songbirds and the reappearance of the tulips and spring blossoms. For Christians, it marks a celebration of the life, death and resurrection of Jesus Christ, and of the lessons he taught his flock about peace, understanding, love and kindness towards others, and, especially, toward the least fortunate.

The decision of a majority of shareholders at Bank of America to oppose the board and separate the positions of CEO and chair, appointing an independent director to the latter position, is one for the books.  This is the biggest institution in the history of business where shareholders have brought about such a dramatic change in corporate governance practices and actually removed a top title from a sitting CEO.

It is hard to imagine how the bank could have done any worse if Bernie Madoff had been on its board.There was sound and fury, but in the end it appeared to signify nothing.  At Citigroup’s annual meeting last week, not a single shareholder proposal for reform was adopted.  Every board/management nominee was returned.  Over the past year, the company’s losses soared to $28 billion and its market capitalization has dwindled from $260 billion at the beginning of 2007 to $16 billion now.

The agency that bills itself as “the investor’s advocate” needs to go well beyond asking boards to chime in on what’s behind their structure.  It needs to focus on the bigger picture of the role of the board in the worst financial crisis since the 1930s and the persistent folly of directors who do not direct.  That, in our view, is the real definition of systemic risk.

Does FASB’s change in accounting standards improve investor confidence or detract from it?  Is it a move consistent with a renewed commitment to transparency, or is it that famous political game of dressing up disaster like putting lipstick on a pig?If you looked at all the causes of the great recession of 2008-2009 -which would doubtless include unbridled greed, an unconscionable obliviousness to risk, complacent regulators and sleeping boards- lack of transparency would figure high on the list.

The day a nation became transformed by its heroes.Precisely 90 years ago today in a field in France, the four divisions of the Canadian Corps began their legendary assault on German forces in one of the pivotal clashes of the First World War -the battle of Vimy Ridge.My grandfather and several great uncles were there in the thick of it.

The calamity of the ship which was thought too big to sink did not capsize the company that owned it. But the White Star Line, which had roamed the seas through wars, depressions and revolutions since the mid-1800s, was unable to survive the greed, hubris and deceit of one man. It is an experience that carries some valuable lessons for today’s financial empires and Wall Street titans as well.