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Co. Leaders Say Ethics Needed, Not Rules


DAVOS, Switzerland, Jan. 27, 2004 (Associated Press) First Enron in the United States. Now Parmalat in Europe. What to do?



That question pursued corporate and government leaders to their annual meeting in the Swiss Alps. With each new example of corporate trickery, the cry goes up for tougher regulations to police business executives.

"We have an environment in which fraud and malfeasance have destroyed jobs and assets while chief executive pay goes up year after year," William G. Parrett, chief executive of audit firm Deloitte Touche Tohmatsu, told a panel discussion at the World Economic Forum.

With the bankruptcy of Italian dairy giant Parmalat making headlines amid allegations of fraud and faked balance sheets, corporate governance -- the rules enforcing executives' responsibilities to shareholders - was a major recurring topic at the five-day conference that ended Sunday. It competed for attention with speeches by Presidents Mohammad Khatami of Iran and Pervez Musharraf of Pakistan and other leaders on issues including nuclear weapons, the war in Iraq and the world economy.

Last year, the meeting focused heavily on the collapse of energy trader Enron and new rules imposed by Congress.

This year, there were more voices cautioning that regulation alone can't substitute for strong boards of directors and executives willing to stress personal integrity.

Boards need to be independent and make sure they're hiring people of integrity as chief executive officers, said Robert Diamond, chief executive of Barclays Capital, the investment banking arm of Britain's Barclays.

"The quality of the CEO goes to the heart of the board's responsibilities," said Diamond.

"I do think rules are important, I do think law is important, and I absolutely endorse a strong regulatory framework. But within that, what we've found is that crooks can be crooks and that bad behavior can be bad behavior."

Massive fraud - like that alleged by Italian prosecutors at Parmalat -- is tough to prevent with regulations that determined crooks can evade, some said.

Nissan Motor Co. chief executive Carlos Ghosn, acclaimed for turning the automaker around when it was plagued by debt and lackluster products, said his blunt promises to fix the company or quit came from his own values, not from outside.

"The way to solve this problem is to strengthen accountability and transparency. ... I didn't do it under pressure from any board. I did it because it was my own concept of motivating people in the company," he said.

Last year's discussion was dominated by the newly passed Sarbanes-Oxley Act in the United States, which requires CEOs and chief financial officers to personally certify that their internal audit procedures are sound. It also imposed jail sentences for falsely attesting to the accuracy of accounts. The law applies to U.S. companies and foreign companies whose stock is listed in the United States.

Dennis M. Nally, chairman of the U.S. arm of auditor PricewaterhouseCoopers, said many companies were heavily focused now on working to comply with the new requirements.

"We hear, 'Look, let's give these new rules a chance to work, let's give these regulations some time, to really work their way through, so that you gain some experience with those requirements before you're in a position to suggest further changes.'

"And if they haven't gone far enough ... then fine, have the debate about further changes that are necessary."

The cautions about new regulation didn't convince several participants from outside the corporate world, who said post-Enron efforts hadn't gone far enough.

Denise Nappier, Connecticut's treasurer, said the new disclosure rules had "substantial gaps" and could be toughened for issues ranging from disclosure on companies' relationships with outside entities to unreadable language.

"When are we going to get plain language?" she asked. Company statements ``read like they've been written by a corporate lawyer to a plaintiff's attorney.''

Guy Ryder, general secretary of the International Confederation of Free Trade Unions, based in Belgium, argued that unless standards of behavior are written down in law, good companies leave themselves vulnerable to less scrupulous competitors willing to cut corners.

"That actually makes the business case for your values impossible to sustain," he said.

"If you believe in values, then shouldn't you legislate those values?"

-- David McHugh, AP Business Writer

Copyright 2004 Associated Press. All rights reserved. This material may not be published, broadcast, rewritten, or redistributed.

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