Selected Longs
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Sometimes
It Pays To Look In the Mirror
Ornate
ballrooms have been putting giant mirrors on their walls, it seems,
since Versailles. Standing at the podium in one such ballroom,
I could admire how the mirrors created the illusion of depth,
and effectively doubled the number of nice chandeliers hanging
over my audience of mostly corporate middle managers. I had just
finished a forty minute talk on how to manage for shareholder
value and was ready to take questions. A man with a gray mustache
stood up and took a microphone, shaking his head and looking rather
disappointed.
"You know, I don't get
all this fuss about the shareholders. Really, who cares about
them? Isn't all this shareholder value BS just about enriching
our top brass and those greedy bastards on Wall Street? What about
the workers and communities?"
My experience told me that
hiding corporate waste behind "stakeholder" interests
was popular sport, and that "screw the shareholders"
is the unspoken code of more than a few managers. My first instinct
was to rant about how any subordination of shareholder interests
is legally improper, morally indefensible, and financially suicidal.
I took another moment to consider a less polemical response. I
stared off to the side to avoid the audience while I tried to
compose a thought. But the audience was still there, in those
giant wall mirrors. And there I saw an answer.
I turned to the gentleman
with the mustache and said. "You know, you're absolutely
right those hounds on Wall Street. I go out drinking with them,
and I can assure you that all they care about is seeing the money.
But I'll also tell you what scares the heck out of them. That's
right, they're frightened. And they'll tell you on their third
or fourth margarita about what keeps them awake at night. It's
this group so ruthless, so relentlessly avaricious,so impatient,
so demanding..." I said shaking my head. "Why, wouldn't
you know it? There they are!" I pointed to the left wall.
Everyone turned to look and
saw themselves in the large mirrors. Soon, they saw themselves
laughing.
I continued. "Over sixty
percent of equity investments in this country are owned by people
like you, mostly through pension funds invested on your behalf.
If the person managing your retirement money told you that you
earned a five percent return last year when the overall market
earned 25 percent, how would you react? Hey, no problem, right?"
Many in the audience, including
the man who asked the question, nodded as if to say "yeah,
right."
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What
Red Auerbach Thinks of Your Metrics
Red
Auerbach was a heck of a coach. His Celtics won eleven NBA titles
in 13 years. The dominant Chicago Bulls of the '90s would have
had to win another five straight championships to match
Auerbach's record.
Red didn't like metrics.
Like all great coaches, Auerbach
had a mental framework for what it took to win at his game. The
person with the best shot should take the shot. The team should
ensure that that person gets the ball. The team should prevent
their opponents from getting good shots. Pretty straightforward.
Still, most accounts of basketball greats focus on their individual
stats--total points, points per game, rebounds, etc. Auerbach
didn't lean too hard on that quantitative crutch. He believed
that none of those stats spoke to the true value of his players.
"There's only one stat
I was ever concerned about," says Auerbach. "When this
guy's in the game, does the score go up in our favor or go against
us? The Boston Celtics never had a league's top scorer. We won
seven championships without ever placing one Celtic in the top
ten."
And this wasn't an accidental
result. "No Celtic got rated according to how many points
or rebounds or assists or anything else he might have compiled.
Each man was assessed according to his contribution toward making
us a better team. That's all I cared about. In our system, the
guy who sets the good pick was just as important as the guy who
made the shot." How does one measure that?
Auerbach measured it by watching
it. In practices and games, "I saw what I saw," and
he recognized and penalized lack of teamwork and "false hustle."
Now, imagine his coaching task if, before every game, he went
behind a curtain and could only manage his team by receiving stats
and the occasional play-by-play? Here, the inherent limitation
of metrics becomes quite plain.
So, why does someone who sells
metrics for a living offer such a limited view of them? Because
a business unit is distinguished from a sports team by organizational
complexity. Unlike coaches, business managers can't watch the
whole game as it's happening. They can take little peeks from
behind their curtain to see part of the crowd, a few players on
the floor, maybe a ref for a chat. In any case, my clients benefit
from maintaining the distinction between the measurement of "key
factors" driving value (which is critically important), and
the rich reality of decisions, actions, and environmental responses
that actually create value. Anyone practicing metric madness to
understand the whole story of their business should try coaching
a competitive sport while remote from the action.
Having said that, one measure
does ultimately count. Every organization has a goal that happens
to be represented a hard number. In Auerbach's case, it was wins
and losses. In business, it's how much money the company actually
makes over time, i.e., the value of the firm. Oddly enough, many
managers drowning in a sea of metrics often fail to keep that
one, ultimate goal in mind.
A few key metrics can give
you an excellent idea of where to look for competitive advantages
or shortcomings, but then you have to look. That's
why great managers always supplement customer, employee, and productivity
measures with constant visits to their customers, people, and
operations. They know the value of a first hand feel for what's
driving their business, and usually demand the same from their
direct reports.
And they keep a close eye
on the score.
"MBA: Management by Auerbach," by Red
Auerbach and Ken Dooley, Collier Books, 1991
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Two
Percent of the Truth
As a young manager
in a very old transportation company, I learned the distinction
between a good story and a meaningful explanation, and that one
rarely leads to the other. It began when my CEO periodically asked
me this question that, on the face of it, made no sense. He would
ask what happened in my business that caused my unit's profit
to rise, say, two percent last quarter. He was looking for specific
business segment data. So I would identify some major pieces of
my business whose net growth accounted for the two percent gain,
leaving out the single or double digit gains or losses of my other
nineteen segments that also contributed to that net two percent
growth. It was a meaningless answer passing for analysis, and
I knew it, and I suggested as much to my CEO. He smiled and said
not to fret. These numbers were for the consumption of reporters
and analysts. "They're just looking for a story."
Of course, we all endure such
"stories" daily from the business media. They pass these
stories off as meaningful explanations for a company's results,
or their stock price movements or, in the case of outrageous hubris,
why the whole market moved a percentage point. But markets are granular.
An endless number of offsetting factors can "explain"
your typical percent change, which drain the nominal explanation
of all meaning. We know they're meaningless because if someone
gave us the story facts beforehand, they would have given us very
little edge in predicting the outcome those facts were meant to
explain, even when the facts seem obvious. I can't tell you how
many times I've seen analysts warn of something, like the peril
of rising interest rates for a particular stock, only to see interest
rates go up--along with the stock price. I'm not suggesting that
interest rates weren't relevant to the value of the company in
question, only that it was obviously far from the whole story.
Consider the extreme case
of a company's major plant hit by an aircraft and destroyed by
fire. We shouldn't be surprised to see its stock price drop. We
would say there was a strong causal link. But what if the stock
price goes up, say, four percent? Maybe the plant was well insured
and otherwise in dire need of modernization.
Or consider
a company announcing that it will restate two years worth of financial
results because of a change in the way it accounted for several
transactions, dinging earnings for those years. Furthermore it
will also announce that earnings in a future quarter will be lower
due to reduced capital spending. When it's stock price drops,
the "earnings" story would seem like a slam dunk. Unless
the stock price jumps fourteen percent.* Then the story becomes
more complicated--the market already discounted all the bad news,
or saw the restatement of earnings as a proactive step toward
making their accounting more transparent, or thought that the
reduced earnings were more than offset by reduced capital spending.
That's the problem with stories--most of them are accurate, none
of them are true.
Company value is what choas
theorists call an emergent phenomenon. It emerges from a complex
reality that outsiders can rarely fathom. Talking about results
as the product of this or that effect is cheap and easy. A manager
accountable for those results must work from a much better model.
She can't afford to believe her own stories, or have her judgement
replaced by those looking through the lens of their stories.
Fortunately, most managers
have the training and experience to deal with that little portion
of the real world whose complexity is transparent only to them.
The best you can do is hold them accountable for results. By the
time you read about the results in a release, or an analyst report,
or in the paper, when you're getting maybe two percent of what
really happened, it's hopefully a positive two percent.
* "Hanover Compressor to Restate
Results," Wall Street Journal, February 27, 2002
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A
Tree Grows In Philly
I learned early in my career
that you won't see the best neighborhoods riding a locomotive.
Late one afternoon, I was at the head of a freight train approaching
the commercial outskirts of Philadelphia. We rumbled past old
factories with faded names painted on their brick sides, names
like Bell Electric and National Biscuit. Then, we passed an abandoned
rail yard with old tracks splayed across a giant field strewn
with broken glass and rusted machine parts. Unlike our shiny,
main-line rails, the yard tracks were rusted and disjointed, a
vestigial relic of the post-deregulation rail network of the 1980s.
That evening, as our engine glided past this diorama of industrial
ruin, I saw something peculiar--a small oak tree standing right
between a pair of otherwise intact rails extending into the yard.
Seeing an oak in the middle
of a track is not like seeing a decrepit railcar that could have
been left at anytime. This tree clearly originated in a different
era. Judging from its size it looked about my age, starting life
with the first major airports and super-highways. It must have
grown up in the period when trucks began pulling freight off railroads
like rustlers stripping a broken wagon, and when passengers that
would have once depended entirely on trains for intercity travel
would now sooner jump into their cars or board a plane.
I nodded to the engineer and
pointed to the tree as we passed it. He smiled and shook his head.
He may have witnessed its imperceptible growth with the yard's
decline one day at a time over decades, never really noticing
what was happening. For
me, the vision was as fresh and hopeful as my degrees in engineering
and finance. This tree--at once incongruous and inevitable--seemed
a symbol of irresistible forces, not unlike the capital markets
that were its god-parent. The abandoned track embracing it and
the gray buildings up and down the line sporting defunct brands
of a by-gone era were all visible evidence of markets shrugging
off business systems that no longer provide a decent return.
One can blame managers, unions,
politicians, globalization, or the cycle of life for the deterioration
of those particular factories and the physical and intangible
assets that supported them. Whatever the proximate causes, the
system disappeared because it finally reached a particular destination--the
point where investors said "enough" and began supporting computer,
cell phone, and Internet traffic instead. So, nature began to
reclaim a stretch of the industrial landscape. Old plants are
replaced by new trees.
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The
Magic Box
One of my clients
came up with the notion of a magic value box to get at what it
seemed I was aiming at in my pursuit of a better measurement system
for his company.
"It would be like a box,
say in some corner of your office, that indicated the value of
everything you decided to do. Like, I'm meeting with Jack in engineering,
that's going to be worth $200. Or, I'm going to the bathroom,
which would be worth minus $10. Unless, of course, I really needed
to go, and my productivity was beginning to suffer."
It was a wacky notion, this
magic value box, and it had a certain intuitive appeal. But I
responded that such a box would really be more of a distraction
than a panacea.
"Consider what you're
asking this box to do," I suggested. "It has to tell
you the likely contribution to the value of your whole firm from
some individual activity." I suggested that this would be
mathematically impossible for things more complicated than turning
out the lights when you leave. Major drivers of value, like strategic
positioning or operating efficiency, are team efforts that don't
lend themselves to being objectively disaggregated to the individual
level.
So this manager suggested,
"then we need a box that gives such a value for team efforts
rather than individual efforts."
"But that's still like
driving using the rear view mirror," I replied. "The
box you're describing works, like any measurement system, only
when you take some action. But there's limited benefit to measuring,
even in real time, the value impact of a particular decision after
you've acted. The big benefit comes from understanding which choice
from a range of possibilities will generate the greatest value
before you act."
"So," he continued
somewhat less excitedly, "we need a predictive box instead
of a reactive box. One capable of modeling the infinite variety
of possibilities, and efficiently selecting the one likely to
create the most value, and in real time." He looked stumped.
"Well, I guess that sounds impossible."
I suggested that he, in fact,
already has one of those.
"I do?"
"Yea, your brain."
All of my greatest innovations came from work with my clients. They helped me articulate things like the distinction between the tracking
versus incentive value of measurement, or the wastefulness of managers being managed. The right measures only gets you part of the way there.
They provide results against which one can hold managers accountable.
But it's the accountability that gets one's brain into gear and gives the standard of accountability so much power. It's
how we minimize the need for managers to be managed. The incentive
effect of an objective, value-based standard gets us focused on
a particular set of problems in a particular way, compelling us
to use our imagination, energy, and courage to solve them. These
solutions often involve difficult and complex tradeoffs--the kinds
worthy of that "magic box" on our shoulders.

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Do
they know something we don't?
I admire no publication more
than Wall Street Journal. But the WSJ is, after all, a story machine.
Here are three Business and Finance headlines from the
front page of Tuesday, December 23, 2003.
"Ford said the bailout
of former parts unit Visteon and other moves will reduce fourth-quarter
pre-tax earnings by $2.2 billion. (Article on Page A6)"
"Wal-Mart and other retailers
reported holiday sales so far at the low end of forecasts, hurt
by weather and a security alert. (Article on Page B1)"
"The Dow Jones Industrials
rose 59.78 to 10338, another 19-month high, aided by positive
news from Ford and Wal-Mart. (Article on Page C1)"
I suppose one had to read
all three sections to figure out what's really going on. It didn't
help me, though.

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The
Seventh Layer of Regulation
A few, high-profile corporate
meltdowns have generated innumerable headlines. State attorneys
general are arresting celebrity bosses. The SEC, characterized
as asleep at the wheel, has promised its easily embarrassed political
patrons "bold" reforms to prevent future abuses. We've seen
this story repeatedly in our history. It's as if the need for
enforcement action reflects a failure of regulation. Bad behavior
has always provoked cries that "there ought to be a law," even
when legal remedies already exist and another law won't make any
difference.
The newly created Public Company
Accounting Oversight Board creates a seventh layer of accounting
oversight for our public corporations. The PCAOB is sandwiched
between the SEC and listing exchanges, audit firms, board audit
committees, and a couple layers of internal financial control
that represents the front line of investor protection. There is
no doubt that shareholders need some of these layers to minimize
what economists call agency costs. But what additional protection
is the investing public getting with this seventh layer that they
weren't getting from the other six? Does it help that disclosure
of problems by a company through its own investigations opens
up multiple investigations from multiple government agencies?
Or that such disclosures can now trigger additional liabilities
that could, at the discretion of a prosecutor, close a company
down? Does it help that corporate executives must now mind their
"language, tone, emphasis, and demeanor"* to comply with these
regulations? I don't think so. But it makes many people 'feel
better' because the solution of layering regulation promises eventual
utopia while relying on a slowly evolving common law only promises
more (though maybe different) fraud to be prosecuted in the future.
The controlling tendency of
regulators is toward more and more rules to delineate ever-more
minute behaviors into "permissible" versus "prohibited" categories.
This view is caricatured by the saying "what is not forbidden
is compulsory." We may be approaching that absurd extreme in corporate
governance with restrictions like Reg FD and Sarbanes-Oxley which,
by turns, restrict disclosure and mandate it.
Regulation is expensive. The
SEC costs taxpayers nearly a billion dollars per year. But that's
loose change compared to the compliance costs borne by corporations,
which may add up to tens of billions, a taxing amount approaching
the total income taxes owed by U.S. companies. Even accounting
for considerable costs that would be freely borne by companies
in the absence of regulation (to minimize their overall agancy
costs), many respected economists feel that many regulations designed
to make our markets work better may actually undermine that objective.
Every last consultant I know who implements Sarbanes-Oxley believes
that they, not the shareholders, are the beneficiaries of the
new law. The problem is that all these costs are far more hidden
from the average voter than accounting blow-ups and perp walks.
There are many instances in our lore of greed pushing
people to do bad things. But those of us intimately familiar with
product and capital markets also recognize the powerful constraint
that greed places on unethical behavior. What penalty can
the SEC impose on Putnam's management that doesn't pale in comparison
to the $30 billion asset drain they suffered in the weeks after
allegations of improper trading? What, exactly, have the executives
responsible for illegal activities at Rite-Aid, Enron, or Tyco
gotten away with, even in advance of new sanctions? Who believes
that any of their crimes would have been prevented by the new
regulations? What good does it do cheated investors to have their
corporation pay fines, as regulators recently imposed on Freddie
Mac, adding injury to insult?
There is no doubt that our
corporate governance is much less than perfect. There should be
more skepticism, though, about the promises of regulatory intervention.
Defending oneself against fraud doesn't require an army of government
agents; just one lawyer and a "reasonable man," i.e., a functioning
court system based on a common law adapted to modern society.
A decent lawyer pursuing Al Dunlap for damages on behalf of hundreds
of victimized shareholders would likely yield more than a costly
SEC, one that fines him less than one percent of his wealth, none
of which reaches the shareholders he ripped off.
Everyone knows that all the
regulations in the world can't stop someone with larceny in their
heart. Everyone. Unfortunately, our system of legal remedies resembles
19th century medical remedies. Politics is trumping science in
bringing this system up to the challenges of modern society. It
just feels better to leech the patient than to do nothing when
we don't really know what else to do. And if five or six leeches
don't seem to be making a difference, maybe the seventh will.

* Language from
SEC enforcement action against Shering-Plough CEO in September
2003.
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E-bay
Without Feedback
Many people view markets without
government regulation as unregulated markets. Fact is, there is
no such thing as an unregulated market. An unregulated market
would describe, for instance, E-bay without its feedback system.
But E-bay has a feedback system. It couldn't survive without one.
I learned of the power of
E-bay's system long before I made my first transaction by observing
the behavior of this girl I knew with questionable morals. I'm
not referring to the things that made her fun to date, but to
the things that would have made her dangerous to marry. This was
a person who, if she thought she overpaid for a pair of shoes,
might dispute her charge to the credit card company to get out
of it. In this light, her E-bay behavior was a source of amazement.
Her normal lackadaisical attitude or propensity to do as little
as she could get away with didn't apply to E-bay transactions.
She diligently filled her orders, and included everything that
was reasonable to provide. She didn't want negative feedback.
Negative feedback undermines one's ability to sell more stuff.
The remarkable thing, if you
have a jaded view of business, is that E-bay's feedback feature
was not mandated by any disclosure police. The feedback system
exists because it makes E-bay's business profitable, if not possible.
But that might not be enough for those who see the threat of crookedness
around every corner. Yes, there
are two ways to look at E-bay. The pro-market view celebrates
the emergence of E-bay as a triumph of human activity in creating
the largest new trade zone in recent history. The anti-fraud view
is wary of E-bay for giving con artists the largest new venue
of recent history in which to operate--it should be regulated.
The point isn't that E-bay itself is managing this balance as
well as could be hoped. The point is that nobody has any incentive
to manage it better, including those third parties who would arrogate
to themselves the role of protectors of the public safety.
E-bay is a microcosm of our
economy. Our markets have many, varied feedback mechanisms that
reinforce integrity, honesty, and fairness. That's why brands
and reputations are worth so much. That's why relationships matter
more than transactions. That's how the human foresight that evolved
from the complex problems of prehistoric survival came to be applicable,
however imperfectly, to the needs of the Internet Age.

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God's
Proxies
The Museum of British Columbia
in Victoria provides a striking example of how alien civilizations
greeted each other when the British first sailed the scenic inlets
of the Pacific Northwest. A naval officer of the day recorded
an encounter with Native Americans rowing toward them in canoes.
A shaman dressed in colorful garb evoking a mythical creature
with mask and wings did an elaborate dance. The officer's narrative
was accompanied by a tatty, silent film showing the haunting dance
(or one similar), down to the tribesmen rhythmically banging the
bottom of their canoes with their oars. Who could guess what the
tribesmen were thinking? The British couldn't even tell if they
were the intended audience, or if the dance was aimed well above
their masts.
Europeans quickly came to
understand how Native Americans invested their gods with awesome
powers affecting their everyday environment, personalizing them
in colorful drawings and masks, and invoking them for defense
against vagaries of nature (and the British). It would be nice
to think that modern civilization eschews such superstition. We
aren't even close. I'm not referring to the enduring popularity
of organized religion. Posterity will forgive us our icons, incantations,
and reverence for spiritual leaders of dubious virtue. What our
descendents will view with less forgiveness, and probably a good
snicker, are the hopes and expectations with which we invest our
blow-dried, secular leaders.
One of
the most difficult jobs in the world is to distinguish good leadership
from good luck. At senior corporate positions, we rely on recent reported
results to make promotion decisions because we have little else
to go on, beyond our gut. It's easy to fail in this distinction
when we ascribe a few years of growth in market share or profits
to the leader of the time when everything we know clearly suggests
that most performance over short periods is the result of exogenous
forces combined and some massaging of the numbers. Earnings management
is not confined to public disclosures; internal reports are rife
with manipulations.
The worst kept secret in business,
as in politics, is that many people that we make our leaders are
little more than expert credit hogs. What's worse than electing
or appointing leaders on their self-proclaimed and often delusional
sense of the tremendous good they will achieve, however, is how
our judgment sticks against all countervailing evidence. We want
to believe in heroic action, that our leaders can change our very
climate, even when particular leaders fail. We reward their failure
by endowing their positions with greater power and wealth. I believe
that this is the essential problem of modern governance. When
savior-CEOs fail to quickly deliver, we pay them to leave, then
offer even more to their successor who demands the extra compensation
for, among other things, the uncertainty of a job with unrealistic
expectations. Being a tribal chief has always been an outrageously
rewarded but somewhat risky position.
Museum exhibits of primitive
cultures leave me hopeful that the days of over-endowed leadership
are numbered. I think that enough people will eventually see that
heroic corporate strategies, much like heroic, centrally-planned
solutions, have definite limits. I believe that we will somehow
learn to de-politicize all of our organizations, including government,
in the long-term unwinding of the accumulated power of faux-leaders,
as civilization has done over the centuries by stripping shamans,
priest-kings, and divinely-ordained monarchs of their temporal
influence. Perhaps a couple centuries hence, our descendents will
smile at our spurious identification of "major problems" in need
of divine (or centrally-planned, or strategically planned) interventions.
They will view our telegenic leaders with their swaggering promises
the way we view ornately painted witch-doctors speaking of easier
fishing and forgiving
winters, if only their people endow them with enough obeisance
and materiel to satisfy the gods.
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Shell
Game With Incentives
Item 1 from the Wall Street
Journal, January 12, 2004
"Shell Lowers Proven-Reserve
Estimate by 20%
"...Recently Shell has
fared poorly against its two closest competitors, Exxon Mobil
of Irving, Texas, and London-based BP, in reserve replacement,triggering
sharp criticism of Philip Watts, Shell's chairman.
"Because of Shell's disappointing
results, Sir Philip has been under fire almost since taking over
the top Shell job in 2001...The reserve issue has re-ignitied
questions about Sir Philip's future, especially since he led Shell's
exploration business for much of the period that the company said
it overbooked reserves."
Item 2 from the New York Times,
January 31, 2004:
"Coke Employees Are
Questioned In Fraud Inquiry
"A
former Coke employee filed a lawsuit contending that the company
committed accounting fraud and increased revenue by shipping excessive
concentrate -- a practice known as "channel stuffing"
-- to bottlers in Japan and elsewhere.
"According to two former
employees who have been interviewed as part of the investigation,
the federal investigators are particularly interested in the role
of the company's chairman and chief executive, Douglas N. Daft.
He ran the company's Middle East and Far East businesses in 1999,
when the two employees say the channel stuffing took place."
Is it worth noting that the
main metric for Shell's exploration business is 'reserves', and
for Coca Cola's international business it's 'volume'? The prediction
here is that Watts and Daft are out in a month, but the connection
of these dots may take a year or two.

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The
Government Wants to Help
The bull in the china shop
that we call Congress, in their latest fit of outrage, gave us
Sarbanes-Oxley (SOX). It's the perogative of government to impose
ill-conceived experiments on the rest of us. Unfortunately, the
government adds insult to injury by telling the shareholders who
bear the absurd SOX costs that the whole exercise is actually
good for them. The benefits of Section 404, in particular, will
be speculative and uneven for everyone but the accounting firms
charged with its implementation and the politicians who can say
they "did something."
My clients are accustomed
to spending billions on information systems. If they felt they
would have benefited, as the government suggests, from the billions
more they are now spending to comply with SOX, they presumably
would have done so without the threat of sanctions. A simple thought
experiment can illustrate what, exactly, the shareholders have
been forced to eat.
Imagine that when Congress
wrote up Section 404, instead of compelling all companies to implement
it, it simply compelled companies to put that reform to a binding
shareholder vote. Each firm's shareholders, after all, ultimately
bear the cost of this legislation, and they are its supposed beneficiaries.
Some companies may very well have passed the reform. Some certainly needed it. The entire
investment community would have then been able to see the differential stock price impact, positive or negative, of
adopting Section 404.
Of course, Congress didn't
give the shareholders a choice. It had neither the imagination
nor the good intent to offer one. This law was pure politics--a
pious reaction to headlines translated into a one-size-fits-all
corporate governance reform. If Congress had offered a choice,
the accounting firms who used Section 404 as a license to raid
corporate treasuries would actually have had to sell managers
on its virtues. Now, they offer the same benefits that the SEC
likes to tout, but when faced with skepticism, whip out their
statute and say, "Hey, you have no choice"--a sales pitch worthy
of the mafia, except in the US you get to choose among four families.

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Our Plan Was Too Complicated
I was called in by the financial management of a giant telecom whose finance department was in a tizzy. Their business unit managers were apparently engaging in sale-leasebacks of major facilities in order to grow their economic profit. Their motivation was obvious—their bonuses were based on EP. Even as the operating managers improved their bonus outlook, however, each of these complex transactions destroyed a little value. The finance department was appalled.
“So,” I said, trying to understand, “you’re telling me that your operating managers, the ‘Bellheads’ you were so skeptical about in their ability to understand this measure, these guys learned how to arbitrage your cost of capital? Yes. And are you having any other problems with how your EP bonus plan is working? No. OK.”
When I checked with the operating managers, they described these EP-boosting deals with pride. What looked to the finance department like a loophole needing to be closed was, to the business unit management, a clever strategy for boosting the measures for which they were held accountable.
I reported back to Finance. “You have basically three choices. You can redefine the cost of capital to account for these deals. This would make your compensation measure difficult for your managers to game, but also more difficult for them to manage. Or, you could centralize lease vs. buy decisions, allowing you to enforce better discipline on them, but also adding a bureaucratic layer to business decisions. Or, you can let it go, which would be my choice.”
The managers gasped. What kind of consultant faced with a clear problem tells us to do nothing? I told them to think about it for a week. After a week, they seemed better able to grasp the significant cost of complexity or cost of intervention. True, the sale-leasebacks bled hundreds of thousands of dollars per year. But undermining the authority of business unit managers or slowing down their decision making could hurt the company far more than that. So would undermining the integrity of their compensation plan with any changes designed to reduce their bonuses. The company eventually accepted my suggestion, with Finance educating the business units on the proper evaluation of buy vs. lease decisions, and having those units report their leases in a timely fashion so that they knew their decisions were getting at least some scrutiny.
The number one reason I am given for why a company drops an EP or EVA plan is that it’s too complicated. Poor implementations of incentive plans indeed often yield unnecessarily complex metrics. What one sees, though, upon closer inspection is that those plans are dropped because they simply haven’t paid out; never mind that those paltry payouts were the deserved outcome. For me, having repeatedly seen non-financial operating managers figuring out complex strategies for arbitraging the cost of capital to make a few extra bucks, “the measurement was too complicated” just doesn’t hold up.

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