Questions & Answers A-Z

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Today's boards look very different. Unwilling to Challenge Management. The other dude done it. Sidhu has a board of supportive directors who have scant banking experience, are compensated unusually well and, in some cases, enjoy access to Sovereign loans and business opportunities. Some institutional investors think so. Miles, the chairman of the nominating committee and … recruited two former executives who worked for him at Kraft in the mid's: They can use the power and weight of their clients' shares in public companies to vote for change on crucial matters, like outsize executive pay and anti-investor antics in the boardroom.

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Ferguson wrote an e-mail to Joseph Brandon, then General Re executive vice president, describing the conversation with Mr. Buffet, saying that he asked Mr. Buffet whether the deal was proper. Ferguson reported that Mr. Buffet said the deal was proper, but not by a large margin. Buffet told regulators that didn't happen.

Buffet told regulators that he asked Mr. Brandon several times whether General Re's accounting on the deal was okay, but didn't learn details. Did Ferguson want to know? If not, why not? Was a copy of the email transmitted to Buffet when it was written? Did Buffet read it and not respond? When did Buffet first question Brandon? What triggered the question? If Brandon was not answering Buffet, perhaps Buffet could have asked his external auditors?

On the other hand, if one is suspicious, why alert the external auditors to look carefully at what might be a minefield?

Perhaps the issue of a Director's fiduciary duty to Shareholders was lost in an ethical haze? He stated, in part, "I've sat on enough boards and audit committees to understand the kind of culture of seduction that characterizes many boards.

It's a game that many CEOs played and played well by seducing their boards with perks and private attention and contributions to favorite philanthropies, and meetings that were short on substance and long on fluff.

The boards became willing accomplices. And it's part of the American personality to go along and become more fraternal rather than more vigilant. Levitt did all that board sitting before From to , as Chairman of the SEC, what did he do or attempt to do to cure the specific problem?

Also, it appears that Mr. Levitt is claiming that it would be un-American to require Directors to be vigilant on behalf of Shareholders. Directors who served at failed companies may rate a red badge of courage and additional opportunities to employ their varied talents. In some cases, however, companies have stopped passing on this information in proxy materials distributed to shareholders….

But what about the directors of companies like Enron, WorldCom, Adelphia Communications, Global Crossing, Waste Management, Tyco International and others who oversaw the implosion of hundreds of billions in market capitalization?

In many cases, they got better jobs. But many companies don't make it easy for shareholders to find out where their directors have been. Sprint Nextel 's biography for William E. Conway , for instance, mentions nothing about his stint at Enron.

Thornton of Goldman Sachs Group Ford's, someone with whom he shares several friends and even more interests. Thornton was appointed to the Ford board at the recommendation of the company's chief executive and chairman The lawsuit … said the chief executive and chairman, William Clay Ford Jr. The suit said Mr. Ford's acceptance of the shares was a 'usurpation of an opportunity that belonged to the company' After shareholders complained in late , the company formed a committee that concluded that Mr.

Ford had not acted improperly. Ford's purchase in May of , shares of Goldman Sachs, the largest allocation to an individual, drew attention after a lawyer for Ford shareholders wrote to the company's board, demanding an investigation. The shareholders demanded that Mr. Ford return any profits and pay damages to the company for the lost investment opportunity.

Ford bought the shares, Goldman's co-chief operating officer, John Thornton, sat on Ford's board. Ford had no significant say in the awarding of investment banking business. They also said … that Mr. Ford had a long personal banking relationship with the firm. Ford probably claimed a tax deduction for his charitable donation. And, how does one determine that "no wrongdoing had occurred"? Ford did not violate the non-existent policy. Therefore, "no wrongdoing had occurred. In some cases, 10 percent or more of all donations went to these organizations.

Companies, directors and non-profits routinely stress the importance of philanthropy and say the donations don't affect board members' independence. Critics, however, say big donations can create a clubby atmosphere that may make directors less likely to aggressively challenge management.

Although foundations detail their donations in annual tax filings with the Internal Revenue Service, companies are not required to disclose most non-profit affiliations of their directors, making it problematic for investors to know the full extent of such connections.

Farmer , the 87 year old chairman of the company Farmers, who are members of the board, along with other directors The coming-together will be at a town in Georgia where the main attraction is a 'gentleman's club' exclusive enough to garner members by invitation only.

Augusta National Golf Club, which openly and proudly discriminates against women, will produce its Masters Golf Tournament with considerable help from the masters of corporate America. It also makes a mockery of board independence, now required to protect stockholders and the public from cronyism in financial dealings.

The cronyism that perpetuates gender bias against employees is every bit as harmful, and ought to be stopped just as forcefully. At nearly all other companies, a simple majority will do. Purcell will color their judgment in any way. Indeed, Morgan Stanley bankers, not to mention the dissident executives, have accused the board of coddling him. It is packed with former chief executives, many from the Chicago area, where Mr.

Some have golfed together; others have worked for one another. First, there is the Kraft connection. Miles, the chairman of the nominating committee and … recruited two former executives who worked for him at Kraft in the mid's: Then there is the McKinsey connection.

Four directors were partners at McKinsey, the management consulting firm, as was Mr. And finally, there is the fact that a number of directors, notably Mr.

Miles, serve together on boards at other companies. Miles, for example, serves on six boards, including that of the AMR Corporation, where he serves alongside Mr. Brennan also serves on six boards, and Charles F. Brennan during his battle with shareholders. Miles and Kraft on its merger with Philip Morris, and he is now advising the independent directors at Morgan Stanley on a range of matters, including their strategy for dealing with their antagonists.

One point made by the retired executives is that until recently, no director - including Mr. Purcell - had ever operated a line of business for a securities firm. That set Morgan Stanley apart from nearly every other Wall Street firm. Partners have fiduciary duties to one another. So much for the concept that BODs have undivided loyalty to represent the interests of Shareholders!

Who is watching the supposed watchdogs of Management? Do conflicts of interest disappear if they are disclosed to Shareholders who have no effective means to remedy the situation? Purcell, their first call for help when to the superlawyer Martin Lipton.

Lipton quickly donned a number of other legal hats - advising the board, Mr. Purcell and the company itself on tactics, legalities and, most controversially, severance pay to departing executives. Purcell stepped down, a compensation specialist at Wachtell, Adam D. Chinn, in tandem with the board's compensation committee, draft the controversial severance packages that awarded Mr.

Chinn's reputation for cobbling together generous severance awards for departing chief executives is such that the contracts are known as Chinn-ups.

As a result of these payouts, the board has been sued by shareholders and received irate letters from institutional investors who have decried the packages as a violation of the very governance practices Mr. Lipton was hired to improve. Purcell's leadership, many Morgan Stanley executives were never quite clear about Mr. Several said they frequently asked each other: Was he advising the board? The answer, people close to the board said, is that Mr. Lipton was, first and foremost, an adviser to the board.

When it became clear that Mr. Purcell would depart, he hired his own lawyer to negotiate. While the very best governance practices would argue for the hiring of separate counsel on the compensation packages, time and confidentiality considerations led the board to stick with Wachtell.

Lipton for being an apologist for corporate management, that assertion misses the point - that Mr. Lipton's fiduciary responsibility is to best represent and advocate in support of his client's interests. If Lipton represented only the BOD and, thus, the Shareholders, his fiduciary duty was to get the executive to leave for the lowest amount. It is fair to assume that he, at the least, did not discourage the BOD from appointing Chinn while knowing that he Chinn does Chinn-ups.

Lipton and Chinn are members of the same law firm. Lipton probably benefits from each fee Chinn earns for the firm. The BOD tries to justify its act of hiring Chinn by claiming "time and confidentiality" considerations. Does Lipton's rolodex contain the name of at least one competent non-Wachtell attorney who has a reputation for being parsimonious when dealing with executive payoffs? Couldn't Lipton have asked Chinn for a referral?

Did the BOD not know that attorneys, even non-Wachtell attorneys, have a duty to maintain confidentiality? Purcell decided he should step down…. The tale serves as a caution for boards in an era when their role in corporate governance is drawing more scrutiny. The damage from delay when directors fail to spread their antennae widely is especially great at a Wall Street securities firm like Morgan Stanley, where the most valuable assets can walk out the door and never return.

At a mid-March board meeting, Laura D'Andrea Tyson , a former Clinton administration economic official who is dean of the London Business School , said directors should take the criticism of Mr. Purcell's record more seriously. Tyson, calling her comment inappropriate … The board took steps to interview more employees. Knight, the director who had clashed with Ms. Purcell and didn't see any reason to discuss the matter since the board had already decided on it…. The attempt to cut off debate bothered some other directors, people familiar with the meeting say.

Knight and Zumwinkel left, the discussion turned more freewheeling. Knight's conduct is reminiscent of that of a school yard bully who made it to the big time. Institutional Shareholders do much "discussing an effort to out the directions," but, when push came to shove, they faded. Knight and Zumwinkel, who should be their first targets, need not lose any sleep. Bostock , had a family connection to a hedge fund that does business with the firm.

They generally worry that the indirect connections can impair the directors' abilities to serve as independent advocates for shareholder interests.

Is this what is meant by "the ties that bind"? If this is what Morgan Stanley does when it is under a corporate governance microscope, imagine what might occur when the spot light turns elsewhere business as usual.

Yet during that time, the company's stock has slid 12 percent while shares of its archrival, Lowe's , have climbed percent. Why would a company award a chief executive that much money at a time when the company's shareholders are arguably faring far less well? Two of those members have ties to Mr. Nardelli's former employer, General Electric.

Nardelli's lawyer in negotiating his own salary. And three either sat on other boards with Home Depot's influential lead director, Kenneth G. Langone , or were former executives at companies with significant business relationships with Mr. In addition, five of the six members of the compensation committee are active or former chief executives, including one whose compensation dwarfs Mr.

Governance experts say people who are or have been in the top job have a harder time saying no to the salary demands of fellow chief executives.

Moreover, chief executives indirectly benefit from one another's pay increases because compensation packages are often based on surveys detailing what their peers are earning. To its critics, the panel exemplifies the close personal and professional ties among board members and executives at many companies — ties that can make it harder for a board to restrain executive pay. They say this can occur even though all of a board's compensation committee members technically meet the legal definition of independent, as is the case at Home Depot.

Langone's circle of friends and associates… [T]he Home Depot board decided … Mr. Nardelli, who had no retail experience, should become CEO. Nardelli might not hit one of the few performance goals the board had set to cause payment of a long-term incentive plan, the board lowered the goalposts….

More than a dozen U. Several factors are spurring such appointments, recruiters and management consultants say. Boards are quicker to fire poorly performing CEOs, often before potential internal successors are ready for the job. Many of these companies have deep-seated problems, making it harder to recruit outsiders. And increasingly, there's a deep pool of outside executives in the boardroom. They contend that a chief chosen from the board signals cronyism and weak succession planning.

A director's comfort with a colleague obscures 'a clear view of the individual's suitability to be a successful CEO,' says Richard Breeden, an activist investor and former chairman of the Securities and Exchange Commission.

Franks , the former chief of the Public Broadcasting System and the publisher of a Spanish newspaper would seem to have nothing in common — except for one thing. They all sit on the board of Bank of America. But as they and 13 of their colleagues meet Wednesday to discuss how to steer the bank through its troubled merger with Merrill Lynch, they are likely to be united by something else: Their shareholder scrutiny has also turned an unusual spotlight on the oversight role played by the board members, many of whom were picked by Mr.

Lewis from several companies that the bank, based in Charlotte , N. Bank of America's board is an eclectic group, and it will grow larger this week when it adds three members from the board of Merrill. The bank's two most powerful directors, O. Spangler , are close to Mr. Lewis's predecessor, Hugh L. Lewis, only two people on the board — the former chief of FleetBoston and a former senior executive of MBNA — have roots in banking.

While Wall Street is rife with tales of bank and brokerage directors who deferred to executives seeking faster growth through ever-riskier business, Bank of America's shareholder advocates have grown increasingly concerned about the board's ability to understand financial risks and rein in managers.

While critics charge that Bank of America's board has been little more than a rubber stamp in the empire-building campaign of Mr. Lewis, others describe it as independent and willing to push back against the chief executive. Its members are expected to vote Wednesday on the addition of three directors from Merrill Lynch Their approval would raise the number of board members to 20, and would tighten the web that already binds many of the board's current representatives.

Yet some board members are connected in other ways that reveal strong cross-pollinations with other company boards. Nothing could get the attention of Directors more than the prospect of being held personally accountable for their lack of diligence in performing their duties to Shareholders. Board members also acknowledge they are struggling to rein in bloated executive compensation, but are counting on investors to lead the cause to knock it down.

Those conclusions aren't a decade old, but are part of a recent survey from the consulting firm PricewaterhouseCoopers and the Corporate Board Member magazine , which culled responses of more than 1, directors at U. Directors still don't have as much control over corporate dealings that many believe is needed to curb supersized compensation.

While more boards are independent of management, there are still plenty of cases of directors using flawed judgment or kowtowing to demanding executives who are pushing their own agendas. Part of the problem, it seems, is that boards are still controlled by CEOs, with 50 percent of directors surveyed saying that board leadership flows from the company's top executive who is also board chairman.

Those individuals, therefore, set the agenda as well as the flow of information at board meetings and among members. In the area of compensation, two-thirds of responding directors believe that U. Separately, a third believe that stockholders are the group most likely to get pay pared down.

But it is hard to reduce pay when the directors themselves don't know how much they've even agreed to pay executives. Less than half of those surveyed said their boards use tally sheets to add up total compensation, and about one in five directors said that they didn't know what the CEO would collect if he or she is terminated, retires or should there be a change in control.

Among the bigger shockers in these filings are the tallies showing how much money executives will cart away if they are terminated or agree to a merger. Buried in these figures is one of the most contentious items in all of payland: Michael Kesner , principal at Deloitte Consulting in Chicago said, 'Boards are now just getting a sense of how big that number is.

If directors are surprised by gross-ups, you can imagine how stockholders will react. And given how ubiquitous gross-ups are -- surveys say 75 percent of chief executives have such arrangements with their companies -- the shocks could be far and wide. Training the spotlight on gross-ups may help stamp them out. As long as they were kept under wraps, directors didn't have to justify them to angry shareholders.

Six days later, its chief executive, E. Underlying the situation at Merrill is the nagging question of what a Wall Street board is expected to know about complex financial markets where asset values can shift drastically and where many directors are not in the business of managing trillion-dollar balance sheets — or perhaps have little experience in doing so.

Directors should know what independent risk controls are in place, who is overseeing that function After every market crisis Case law, lawyers say, has affirmed that directors have to be informed and make sure that obvious red flags are not ignored.

There were certainly some red flags waving in front of directors. One issue should have been the revolving door of talent in the upper echelons of the firm And, like everyone else, directors knew about the bank's very public shift into riskier business areas, which until this summer were delivering handsome profits.

Merrill had become the top issuer of collateralized debt obligations in the marketplace, and its profitability soared; fixed-income revenue in the second quarter was up percent. According to some analysts, the billion-dollar size of those profits — and the soaring return on equity — should have caused directors to ask whether the risks being taken to generate higher profits warranted better controls. Analysts say that directors should have asked about the exposures and, more important, what might happen to those exposures under various financial scenarios, including a collapse of the mortgage market.

In July, when credit markets worsened and Merrill faced escalating losses Merrill's potential losses did not reflect the heavy levels that they ultimately reached in October.

Management realized that there was a structural problem, and Merrill announced on Sept. Regardless of what ratings agencies had to say about the securities Merrill and others were juggling, many investors, especially hedge funds, had been pointing out the flaws in the structured finance market.

Did ML Directors feel that packaging such loans enhanced investment quality? The most plausible explanation is that the question of whether a company has a good or poor leader remains disturbingly nebulous for boards. A 'star CEO' seems to be, regrettably, more a social construction of the media and company PR efforts than a knowable reality — except, perhaps, with the benefit of hindsight. Then last week, shareholders lost the only shot they had at firing incompetent directors when the Securities and Exchange Commission voted to prevent investors from nominating their own board candidates.

Certainly the losses generated over the last few months by major financial firms indicate that something is very wrong with the boards of these companies. These directors either knew of the risks their managers were taking and blessed them, did not know of them at all, or were advised of them and were unable to rein in the executives in charge.

Moore the treasurer of North Carolina noted that these boards happily paid enormous sums to executives when mortgage desks were coining money.

Those managers act like owners. What acts constituted the exercise of "diligence"? What did the BOD do to act "aggressively"? What was "the information"? When it all of the foregoing occur? What "information" did the BOD not know? Why did the BOD not know the "information"? Kilts knows a thing or two about dealing with corporate boards.

Kilts gave a keynote speech at a corporate-governance conference last April, he decided to share some of what he has learned over the years. The advice was surprisingly simple. Kilts told the crowd of executives, directors, corporate-governance gurus and others. CEOs, he said, must be open with their board about a range of issues, from the failure of strategic plans to unsavory business practices within the organization. Such a recommendation may seem obvious, but people who have spent time in corporate boardrooms say honest communication is often lacking between CEOs and their fellow directors.

We're talking here about the CEOs who try to solve problems themselves without keeping the rest of the board informed of new developments. Or the CEOs who are reluctant to admit mistakes -- and may massage the truth to make things appear better than they are.

Why is it so tough for CEOs to keep the board informed in a timely manner? Simply enough, CEOs want to appear to be in control, experts say. It can be hard for them to concede defeat or to admit they don't have all the answers. CEOs can also be reluctant to admit that things are not progressing as expected, or that a change in plans may be warranted.

This is especially true when it comes to the executive's vision for the company. Of course, it can be hard to get up the courage to tell the board something it may not want to hear. But its directors apparently do. While CEO Vikram Pandit can argue that many of Citi's problems were created before he arrived in , most board members have no such excuse. For much of that time he was chairman of the executive committee, collecting tens of millions to massage the Beltway crowd, though apparently not for asking tough questions about risk management.

The writers at the Deal Journal blog remind us of one particularly egregious massaging, when Mr. Rubin tried to use political muscle to prop up Enron, a valued Citi client. Rubin asked a Treasury official to lean on credit-rating agencies to maintain a more positive rating than Enron deserved. Chairman Sir Win Bischoff has held senior positions at Citi since All the more so given that Citi's board has lately been airing dirty laundry about Mr.

Bischoff's role and leaking petty grievances. The directors all but started a run on the bank themselves, even as the bank assured the world it was sturdy enough to withstand any losses. While other banks can claim to be victims of the current panic, Citi is at least a three-time loser. The same directors were at the helm in when the Fed suspended Citi's ability to make acquisitions because of the bank's failure to adhere to regulatory and ethical standards.

Citi also needed resuscitation after the sovereign debt disaster of the s, and it required an orchestrated private rescue in the s. Such a record of persistent failure suggests a larger -- you might even call it 'systemic' -- management problem Rubin, senior counselor and a director at Citigroup, acknowledged that he was involved in a board decision to ramp up risk-taking in and , even though he was warning publicly that investors were taking too much risk.

He said if executives had executed the plan properly, the bank's losses would have been less. From the time Mr. Rubin joined Citigroup in October Rubin said it is a company's risk-management executives who are responsible for avoiding problems like the ones Citigroup faces. Rubin was deeply involved in a decision in late and early to take on more risk to boost flagging profit growth, according to people familiar with the discussions.

They say he would comment that Citigroup's competitors were taking more risks, leading to higher profits. Colleagues deferred to him, as the only board member with experience as a trader or risk manager. Rubin said, referring to collateralized debt obligations, instruments tied to mortgages and other debt that led to many of Citigroup's losses. Rubin said the decision to increase risk followed a presentation to the board by a consultant who said the bank had committed less of the capital on its balance sheet, on a risk-adjusted basis, than competitors.

He said success would have been based on having 'the right people, the right oversight, the right technology. He said the Citigroup board could bear some responsibility. How much did the BOD pay the "consultant" who told them if Citi did things "right," it would result in gains? Did the "consultant" describe the potential problems if things were not done "right"?

What was the "plan"? How should the "plan" have been implemented differently? Perhaps, the BOD Minutes would set forth some details. How much less would "losses" have been? What factors were considered in Rubin's alternative loss analysis? What are the "facts" that the BOD knew?

What "things" should the BOD have done differently? Did the BOD request or receive interim progress reports? For payment of a few hundred thousand dollars to the right PR firm, Rubin and other Directors similarly situated could have their public images burnished and their disastrous decisions expunged.

It would not be necessary to blame others and the fickle financial markets, but it has become the American way. Bank directors presided over a disaster in a collective stupor, yet unaccountably continue to hold on to their seats At BofA , the board of directors includes several current or retired business executives, a college president and Gen. Tommy Franks , architect of the brilliantly executed Iraq war.

My favorite director is Jackie M. Ward , a retired software executive who also serves on five other boards.

I don't mean to pick on Ms. Ward, who for all I know is still a business dynamo at the age of Yet given that she chairs the BofA board's committee on asset quality, which is ground zero of the company's implosion, might the institution not have been better served if she had focused on this one thing? You would, however, be wrong. Directors who were supposedly minding the store as disaster struck at companies like Countrywide Financial, Washington Mutual or Fannie Mae have not all been banished from other boardrooms.

In many cases, directors just seem to skate away from company woes that occurred on their watch. Taxpayers and shareholders, meanwhile, who had nothing to do with the problems, are left holding the bag.

This is not to say that these directors are not performing their duties. Indeed, some would argue that directors who have witnessed at close range the collapse of a company may learn a great deal from that experience and bring to their boardroom activities an increased sense of responsibility. But it is hard to blame shareholders for wondering whose side directors are on, given the broad failures by many board members to recognize and rein in risk-taking at so many companies.

As fiduciaries for the owners of the companies on whose boards they serve, directors have a duty to act in shareholders' interests. After all, they are the shareholders' representatives, and they are charged with ensuring that their companies are operated soundly and with long-term profitability in mind. Yet it doesn't always seem to work out that way.

The main reason for director dysfunction is that board members have little fear of being fired for incompetence or sleepwalking through meetings. Because of the way director elections are structured, board members can win their seats if they receive just one vote of support. And even if a majority of shareholders withholds support from directors at annual elections, the directors who are singled out are often allowed to stay.

Shareholders interested in ousting a director or two must mount an expensive proxy fight to do so. Just Glide to the Next Boardroom". Some institutional investors think so. There are top officers of Fortune companies who sit on at least three boards, including their employer's Critics say many senior executives are too 'overboarded' to do their jobs and monitor management elsewhere.

Some investors are actively objecting to executives' multiple directorships. Senior executives used to eagerly accept directorships to broaden their business perspective. But the time demands of board service have risen sharply.

A single directorship required an average commitment of hours in , up sharply from in , according to surveys by the National Association of Corporate Directors. Boards, meanwhile, are rewarding members more handsomely. Overloaded directors come to meetings unprepared, mind wandering and without the full attention necessary to make complex, company-specific decisions. In those cases, they often end up deferring judgment to management and rubber-stamping decisions, which defeats the purpose of the board to begin with.

That's why a recent ruling by a federal judge hearing two cases against Wells Fargo's officers and directors is both unusual and welcome. The cases were filed against the bank by shareholders seeking to recover losses that were sustained, they say, in the wake of Wells Fargo's widespread creation of fake or unauthorized accounts — a scandal that has besieged the bank, hurt its shares and caused the ouster of its chief executive last year.

The defendants in the case recently ruled on by the judge are 15 current or former directors and four current or former officers. It is a so-called derivative action, brought on behalf of Wells Fargo on the grounds that it was harmed by the improprieties.

Tigar, the judge hearing the cases in United States District Court in San Francisco … allowed the case to go forward so the plaintiffs would have a chance to prove their allegations. The court concluded that the complaint's allegations had plausibly suggested that a majority of the Wells Fargo directors had 'consciously disregarded an obligation to be reasonably informed about the business and its risks or consciously disregarded the duty to monitor and oversee the business.

Even fewer just 40 percent said directors made efforts to learn about the company outside of board meetings Dennis Kozlowski and Mark H. They had no access to the day-to-day. They had occasional meetings. If they do that, they don't need me. Almost half 47 percent of respondents believe board leadership should emanate from the CEO versus a non-executive chairman or lead director.

Recent news coverage of directors' personal liability for corporate downfalls has made directors more cautious but doesn't appear to be scaring them away from the boardroom. More than half 51 percent of those surveyed said they do not have an action plan in place if their company faced a major crisis, and another 8 percent were not sure. Ronnie Parker and three senior executives had signed juicy deals…. These golden parachutes represented more than twice the company's fiscal earnings -- and could potentially force Pizza Inn into bankruptcy again.

He adds that as far as he can recall, the full board never previously discussed 'putting in grandiose golden parachutes. Did Phillips complain about the "night before" delivery? Did he seek to postpone the BOD's decision until the matter could be adequately considered and discussed? How did Phillips ultimately vote on the matter? Does his admission provide ammunition for Shareholder legal action against the BOD?

How frequently do these "night before" deliveries occur in corporate America? Should they not represent a red flag to reasonably intelligent BOD members? First Data had been the transfer agent to the Smith Barney funds for a decade.

McLendon, an officer of Citigroup Asset Management. But Citigroup went ahead. It made its own trust company the transfer agent and gave First Data a secondary role, as so-called subtransfer agent.

That way, the rebates did not go directly to Citigroup Asset Management, but to its affiliated transfer agent. The chairman did not inform the directors of … the full extent of the rebates to Citigroup, the S. An independent monitor must oversee the bidding. Just another reason investors should be wary of those who claim that the free markets - not regulators - are best at making conflicts go away. The fiduciary's Citigroup auditors inform the fiduciary that it is acting improperly.

The probably highly-paid and little worked so-called independent Directors also fiduciaries of the client are informed that some of the cost reductions would not reach the clients' pockets, but use their rubber stamps to approve the deal. Why did the settlement not require competitive bids regardless of the nature of the transfer agent arrangement? It is more likely that the Directors will remain in office and vote themselves additional compensation. Scott Livengood' s charisma. Perhaps, they'll assert the "Twinkie defense.

One of several varieties of beans to make the list, red beans offer protein and fiber more than 5 grams per serving! Red Bean and Poblano Chili. Nuts are another superfood rich in healthy fats that help you slim down. Almonds in particular can help you shed pounds: In one study, people who added a daily helping of the nuts to a low-cal diet lost more weight than people who followed the same diet but swapped almonds for a carb-heavy snack like crackers.

This steamy sip hydrates like water, which can help fill you up and shed pounds. Plus, the antioxidants in green tea will up your fat burn and calorie burn. One study found that five cups a day could help you lose twice as much weight, most of it around your middle. Minty Iced Green Tea. Lentils are a great source of satiating protein and fiber. A half-cup serving delivers 3. Bananas are a slimming superfood at the heart of Health 's CarbLovers Diet.

A slightly green, medium-size banana will fill you up and boost your metabolism with its Even a ripe banana still ranks high on the list of foods containing RS, with almost 5 grams. Eggs get a bad rap when it comes to weight loss. But the breakfast staple is loaded with protein that will curb your appetite. One study found that overweight women who ate egg breakfasts lost twice as much weight as women who started their days with bagels.

And don't worry about cholesterol: The study found that egg eaters don't have higher bad cholesterol or lower good cholesterol than bagel eaters. A nibble of dark chocolate here and there can slow down digestion so you feel full longer and eat less at your next meal.

Dark chocolate is full of MUFAs; studies show eating a diet high in these healthy fats can rev your metabolism to burn fat and calories.

It may also help by curbing cravings for salt, sweet, or fatty diet-wreckers. Light Chocolate Chunk Cookies.

At only 59 calories, you may not expect much from an orange, but thanks to a hefty dose of fiber, it ranks highest among fruits on a list of 38 filling foods put together by Australian researchers.

Feeling full can help you eat less throughout the day. Blood Orange and Duck Confit Salad. True, potatoes are high in carbs, but they are three times as filling as a slice of white bread, and top all the foods on the same satiety index as oranges. Plus, potatoes are also rich in Resistant Starch, which helps your body burn fat.

Nut lovers don't have to stick to almonds. These tiny bites pack the same heart-healthy fatty acids that quell hunger hormones and burn belly fat. One study found that swapping healthy unsaturated ones like those found in nuts for saturated fats helped overweight people lose weight without reducing calorie intake or upping their exercise. Plus, at only 95 calories for more than 80 nuts, you can enjoy them guilt free. One-half cup of these fiber-packed beans contains almost 4 grams of fat-blasting Resistant Starch , a healthy carb that boosts metabolism.

Fresh goat cheese and feta contain a fatty acid that helps you feel full and burn more fat. Look for cheeses labeled "grass-fed," as those will have the highest content of this healthy fat. The same fatty acid is found in milk, and milk's proteins can keep you feeling satisfied. The added calcium may also help; in one study, women burned more fat and calories when they had 1, to 1, milligrams of calcium per day.

Very Chocolate Milk Shake. Also known as chickpeas, these slimming beans pack more than 2 grams of Resistant Starch per half-cup serving. They're also a great source of fiber, protein, and healthy fats.

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