01 December 2005

Board of Directors: Corporate Responsibilities...

The primary responsibilities of the Board of Directors are getting more scrutiny than ever before. Especially in the light of the fact that statements executives make about quarterly earnings are a focus for class-action shareholder lawsuits.

Many public institutions are no longer bowing to Wall Street and publishing or promising quarterly numbers. In fact, many are following the lead of people like Warren Buffet of Berkshire Hathaway. He doesn't believe in the short sighted behavior that occurs around quarterly conference calls with analysts. Look to the The Washington Post as one example.

The Board is ultimately responsible for ensuring the performance and survivability of the corporation. The shareholders want the Board to do the following:

1. To ensure legal and ethical conduct.

2. To insist on strategic and operational planning.

2. To develop in collaboration with management a real-time risk assessment.

4. To establish a Corporate Governance culture based on best practices.

5. To exercise the Director's fiduciary duty of care on behalf of the shareholders.

An ever more important responsibility is to apply the use of technology and it's purpose in the survival and longevity of the organization. At the Washington Post, which does not offer quarterly guidance, they have adopted technology to help satisfy the analysts needs for information.

WASHINGTON, Nov. 30 -- The Washington Post Company (NYSE: WPO) will audio webcast its presentation at the Credit Suisse First Boston (CSFB) Global Media Week Conference next week. The Company's presentation will take place on December 6 at 4 p.m.

The live webcast will be accessible from a link on The Washington Post Company's website, http://www.washpostco.com, and at http://www.csfb.com. A transcript will be posted on http://www.washpostco.com following the presentation.

Maybe someday the SEC will reconsider Regulation FD:

"The Reg FD rule reads as follows: "Whenever an issuer, or any person acting on its behalf, discloses any material nonpublic information regarding that issuer or its securities to [certain enumerated persons], the issuer shall make public disclosure of that information... simultaneously, in the case of an intentional disclosure; and... promptly, in the case of a non-intentional disclosure."

In light of this, most Directors and Executive management are counseled to say very little about what is happening in the company.

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