Richard Breeden's Report

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Richard Breeden focused heavily on the role governance played in the downfall of WorldCom and his report details several central objectives that he hoped to achieve with his proposal. His initial objective was to change the way the executives were compensated to better protect the shareholders’ interest. He tries to accomplish this by limiting equity share, capping CEO compensation, and limiting severance pay. The fraud that WorldCom engaged in could be traced to the executives, but was ultimately the result of improper board governance. Because of this, Breeden wanted to redesign the board and how it was structured, along with major changes to the Auditing, Governance, and Compensation committees. His objective was to limit the time directors could serve on a board, to make sure that the board was truly independent by splitting the Chair and CEO positions, and to require that all board …show more content…

He lobbied for the creation of a digital “town meeting” space where shareholders can post important issues to be discussed and ultimately voted upon. Breeden’s final objective, albeit an incidental one, was for his report to serve as a de facto guide to other corporations as to the proper elements needed to ensure good corporate governance. He thought that even if a company gleaned a few insights from his report, it would aid them in establishing good governance practices. In my opinion, this was the most important objective that needed to be achieved. Breeden knew there was a lot of attention on how he, and the SEC, were going to handle WorldCom’s situation. The company may have ultimately been doomed to collapse after this fraud surface, but maybe Breeden knew that this increased attention might allow him to bring a message of good corporate governance to other companies and possible keep this from happening

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