Among the individual panelists' proposals: speeding up reforms, expensing stock options, tightening legislation and converging U.S. and international accounting standards.

The panel discussion took place Monday at St. Louis University during the annual James C. Millstone Memorial Lecture, and included John Biggs, former chairman and chief executive of TIAA-CREF, the giant teachers' pension fund.

Last year, Biggs was the front-running candidate to head the Securities and Exchange Commission's public company accounting oversight board. But Republicans, who apparently thought he would be too aggressive toward the accounting industry, defeated his nomination. [See also: Biggs Joins Financial Firm's Board]

Other panelists Monday were Murray Weidenbaum, former chairman of the Council of Economic Advisers under President Ronald Reagan; Michael Alderson, a St. Louis University finance professor; and Thomas Greaney, a former U.S. Justice Department antitrust official who now teaches law at the university.

Biggs said the current system of executive stock options is "the most widespread and damaging influence on corporate morality in general."

With increasing awards of stock options in the 1990s, many executives were focused on driving up share prices, Biggs said. That led to corporations in many cases cutting dividends or becoming highly leveraged, as they took on debt to finance rapid growth. "The risk was on the shareholders, not on management," he said.

Biggs cited other problems in corporate governance, such as lax auditors. Accounting firms need to examine their business models to ensure quality audits, he said.

And having four major accounting firms that audit most publicly traded companies "is way too few," Biggs said.

The ownership structure of U.S. companies also poses a problem: Institutional shareholders increasingly are holding on to shares for shorter periods of time. In many cases, shares are held for less than a year. That allows corporate executives to easily ignore proposals from these institutional owners, Biggs said.

American businesses have "strong management structures, weak board structures and passive shareholders," Biggs said.

Weidenbaum said there is no reason for a person to hold the titles of both board chairman and chief executive at a publicly traded company. It's "very intimidating" for board members to raise questions about corporate governance under that situation, he said.

"By and large, in the non-profit sector, the chairman of the board is not the CEO," Weidenbaum said. Splitting the two titles would "avoid a variety of abuses," he said.

Alderson said the boom in initial public offerings in the 1990s contributed to the excesses. Some public companies, for instance, could be better run if they were privately held, he said.

-- Chern Yeh Kwok