本帖最后由 qtangtangs 于 2009-6-12 03:14 编辑
The proposer's opening remarks
Mar 17th 2008 | Mr John Berlau
In the first few years after the passage of Sarbanes-Oxley (SOX), the post-Enron corporate governance law that mandated(委托统治的) elaborate(精心制作的) processes for controlling risks, many executives groused about the costs of compliance. But one firm and one CEO wholeheartedly embraced the law and claimed to use it as the background for its sophisticated risk-management system.
In 2003, less than a year after the law was enacted, this firm's CEO put an independent accounting expert on the board of directors(董事会), and reconfigured the board so that 11 out of its 13 directors were independent, as prevailing corporate governance theory encouraged. "While our board possessed strong financial proficiency(熟练、精通)," the CEO stated proudly in a company press release(新闻稿), "it was important to have a board member who met the specific criteria outlined by Sarbanes-Oxley for financial expertise as we chart the course for [the firm] over the next several years."1
In the next few years, many laudatory(颂扬的) stories were written about this company's seemingly marvellous approach to risk management. In 2007, the Institute of Internal Auditors' Research Foundation profiled it in a case study of "how compliance with the Sarbanes-Oxley Act of 2002 can be expanded into Enterprise Risk Management."2 The study described in breathless tones how the company's unique risk management software featured "530 risk matrices, 9,500 risks, and 27,000 controls."3
Since the beginning of this year, this firm has been in the news even more often for its approach to risk management. But the stories have not been quite as laudatory. The name of this firm touted just a year ago as paragon(模范) of corporate compliance virtue: Countrywide Financial Corporation(例子!).
And the CEO who praised Sarbanes-Oxley as helping set the course for the next few years is Angelo Mozilo, who is now trying to explain the company's risk management of mortgage securities to angry shareholders and federal agencies from the Securities and Exchange Commission (SEC) to the Federal Bureau of Investigation.
Written only a year ago, these passages in the Auditors' Research Foundation study on Countrywide's enterprise risk management(企业风险管理) (ERM) programme now seem impossible to read without laughing, or for many in the financial industry, crying.
The passage reads: "Countrywide Financial Corporation, the subject of our first case study, has the most comprehensive ERM program we have seen. Readers who want to know how a state-of-the-art(艺术级的) ERM program operates will see it illustrated through Countrywide's example."4
The irony(具有讽刺意味的事) is that all these descriptions of Countrywide's risk management practices may be essentially true. The company certainly did have many bells and whistles(浮华的装饰) and may have been doing just what laws such as SOX prescribed. The real folly(愚蠢的行为) that this illustrates is the notion that politicians can somehow dictate risk management for individual firms. Rather, risk management should be thought of as any other commodity. And that is as an item that a market, free of distortion(失真) from government regulations and subsidies, will produce at an optimum level due to forces of supply and demand(这位仁兄的point).
My boss, the president of the Competitive Enterprise Institute, Fred L. Smith, has made the distinction between risk management that is "hierarchic(等级制的) and political" and that which is "decentralized(权力下放的) and competitive". In his essay "Cowboys Versus Cattle Thieves", published in the 2003 Cato Institute book Corporate Aftershock, Smith argues that the question is not whether risks should be managed, "but rather how they should be regulated and by whom(跟自己的中心呼应)".
Examples of competitive risk management that have developed in the private sector include the famous "Six Sigma" practices. Originated at Motorola in 1986, the practices have been picked up by many companies as a method of reducing product defects(产品缺陷). These types of "competitive risk management institutions", Smith writes, "evolve to enforce a set of general principles rather than explicitly prescribe permissible behavior(又一次提出自己的point,反对政府来控制..)". He argues that this has the virtue of(具有…长处) "allowing the parties to better obtain the level of risk they prefer" and "remaining open to further refinements(细微的改良) over time".
Political, or government-mandated, risk management, by contrast, "is futile(无效的,无用的) because the risk management strategies of today will prove inadequate to address the risks of tomorrow," Smith writes. And indeed that seems to be what happened with SOX and the situation at Countrywide. Section 404 of SOX, as interpreted by the Public Company Accounting Oversight Board, mandates(授权) that auditors verify(证实) a broadly defined set of "internal controls" at public companies. Auditors have been known to look at things of such little relevance to shareholders as the number of letters in employee passwords and which employees have office keys5.
Countrywide jumped through these hoops very well. But the best set of internal controls cannot replace business judgment. And as debt replaced equity(公平、公正) for much of business financing, in significant part as a result of the high costs of SOX, and business financing was mixed with mortgage debt in innovations such as asset-backed commercial paper, new risks emerged.
With the multiple players involved in mortgage woes, the current crisis may seem at first appearance a failure of decentralised risk management. But in at least one important respect, the failure was due to reliance on top-down(组织管理严密的) institutions protected by regulation. These are America's two main credit rating agencies. Since the 1970s, The SEC has blocked competition by not accrediting competing firms, while other US financial regulators have required institutions such as banks and pension funds to only carry assets given a high rating by these firms.
This has led to an unnatural reliance on the rating agencies to evaluate debt instruments. It is worth noting, as the American Enterprise Institute's Peter Wallison does6, that lightly regulated hedge funds were some of the only financial institutions going against the subprime grain(违反意愿).
The market for risk management, like the market for all goods, does not lead to perfection. There will always be bankruptcies and business failures, unless we want to shut down growth and have a lower standard of living for all of us. But if risk management institutions were allowed to emerge, evolve and truly compete, much of today's volatility and uncertainty would be greatly reduced.
条理很清楚, 先由一个follow SOX 的公司最后是失败的这么一个例子,引出自己的观点,再用自己boss的话穿插自己的论证来加强~ 而且还穿插的很精妙.
为什么这些arguer的例子都这么随手拈来阿...
关于Angelo Mozilo:
Angelo R. Mozilo (born 1938 in New York City) was the chairman of the board and chief executive officer of Countrywide Financial until July 1, 2008[1]. CNBC named Mozilo as one of the "Worst American CEOs of All Time".[2]
He is the son of a Bronx butcher. He received a Bachelor of Science degree from Fordham University in 1960 and holds an honorary Doctor of Laws degree from Pepperdine University.[citation needed]
In 1978 he and his former mentor David S. Loeb, who had already started a mortgage lending company, founded Countrywide Credit Industries in New York. They later moved the headquarters to Calabasas, California in Los Angeles County. Mozilo and Loeb also cofounded IndyMac Bank, which was founded as Countrywide Mortgage Investment, before being spun off as an independent bank in 1997. IndyMac collapsed and was seized by federal regulators on July 11, 2008.[3]
Since Countrywide was listed on the NYSE in 1984, Mozilo has sold $406 million worth of its stock, mostly obtained through stock option grants. $129 million of this was realized in the 12 months ending August 2007.[4]
Perhaps more than any single individual, Mozilo has come to symbolize, and bear the blame for, the subprime mortgage crisis. In a New York Times feature on October 20, 2008, Henry G. Cisneros, a former HUD chairman and member of the Countrywide board of directors, describes Mr. Mozilo as “sick with stress — the final chapter of his life is the infamy that’s been brought on him, or that he brought on himself.” CNN named Mozilo as one of the "Ten Most Wanted: Culprits" of the 2008 financial collapse in the United States.[5]
Compensation
Mozilo's compensation during the United States housing bubble of 2001–06 has come under scrutiny. During that period, his total compensation (including salary, bonuses, options and restricted stock) approached $470 million.[6]
His compensation also includes payment of his annual country club dues at Sherwood Country Club in Thousand Oaks, CA, The Quarry at La Quinta golf club in La Quinta, CA and Robert Trent Jones Golf Club in Gainesville, VA.[7]
Shortly after University of San Diego invited Mozilo to be the keynote speaker a conference for "sustainable real estate," DisinviteMozilo.com was created in protest on January 10, 2008. Mozilo pulled out six days later. Shortly after that, Congress invited Mozilo to testify about his compensation.
Mozilo testified before the United States House Committee on Oversight and Government Reform on March 7, 2008, calling reports of their pay "grossly exaggerated" in some instances and pointing out that they lost millions as well. He defended the pay: The compensation was a function of how the company did ahead of the mortgage crisis.[8]
Insider Sales
Over many years, Mozilo sold hundreds of millions of dollars in stock personally[9], even while publicly touting the stock and using shareholder funds to buy back stock to support the share price. On June 4, 2009, the U.S. Securities and Exchange Commission charged former CEO Angelo Mozilo with insider trading and securities fraud[10][11].
"Friends of Angelo" VIP program
Further information: Countrywide financial political loan scandal
In June 2008 Conde Nast Portfolio reported that several influential lawmakers and politicians, including Senate Banking Committee Chairman Christopher Dodd, Senate Finance Committee Chairman Kent Conrad, and Fannie Mae former CEO Jim Johnson, received favorable mortgage financing from Countrywide by virtue of being "Friends of Angelo."[12][13]
Senator Dodd received a $75,000 reduction in mortgage payments from Countrywide at allegedly below-market rates on his Washington, D.C. and Connecticut homes.[12][14] Dodd nonetheless called for stronger regulation of mortgage lenders and proposed that predatory lenders should face criminal charges. [15]
Clinton Jones III, senior counsel of the House Financial Services Subcommittee on Housing and Community Opportunity, and "an adviser to ranking Republican members of Congress responsible for legislation of interest to the financial services industry and of importance to Countrywide." was given special treatment. Jones is now state director for federal residential-mortgage bundler Freddie Mac. Alphonso Jackson, acting secretary of HUD at the time and long time friend and Texas neighbor of President Bush, received a discounted mortgage for himself and sought one for his daughter. "In 2003, using V.I.P. loans for nearly $1 million apiece, Franklin Raines, Fannie Mae’s chairman and C.E.O. from 1999 to 2004, twice refinanced his seven-bedroom home, which has a pool and movie theater." [15]
E-mail Controversy
In May 2008, Mozilo made the news by accidentally hitting "reply" instead of "forward" in response to an e-mail from a distressed homeowner named Daniel Bailey of North Carolina. Mr. Bailey had created a hardship letter to request a loan modification from Mr. Mozilo on a website forum named LoanSafe.org. Mr. Bailey then sent his request directly to the Office of the President of Countrywide and this was Angelo Mozilo's reply.
"This is unbelievable. Most of these letters now have the same wording. Obviously they are being counseled by some other person or by the internet. Disgusting."[16]
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