In wake of Enron, corporate board elections smack of fraud

Published 4:00 pm Tuesday, October 28, 2003

Guest opinion

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O joy – the sweet song of democracy will emanate from the closed boardrooms of Corporate America for the first time!

Or so the headlines led us to believe when the Securities an Exchange Commission (SEC) re-cently proposed new rules to change the way that members of corporate boards are chosen. Change certainly is long overdue, for these private fiefdoms that rule our land are more secretive, autocratic and ruthless than the mafia.

Despite slogans like “shareholder democracy,” no democracy is tolerated within these iron-fisted hierarchies.

Yes, shareholders technically elect the boards of directors – but these “elections” are Kremlin-style, with shareholders getting only one slate of candidates handpicked by the CEO. Even if a majority of shareholders vote against these chosen ones, the shareholders are simply ignored and the incumbents stay on the board.

In the wake of Enron and other corporate calamities, however, the public demanded reform, and now George W’s SEC is responding with rules to allow shareholder opponents of imperious corporate management to put their own board candidates on the ballot and vote the incumbents out. Sounds good – vote-’em-out is the essence of democracy!

But we’ve learned that a Bush “reform” almost always is an imposter wearing the mask of reform. The powerhouse CEOs who finance and essentially run the Bushites’ government are not about to let the SEC mess with their power, so they made sure that these so-called reforms are nothing but silky shams to protect the status quo.

For example, only very large, long-term shareholders will be allowed to nominate an opposing candidate, and even this would only happen under extraordinary circumstances.

But the real clunker is that outsiders will be allowed to elect no more than one or two members of the board-even if more actually win. The CEO will still handpick the controlling majority.

This isn’t reform, much less democracy – it’s a fraud.

Jim Hightower is the best-selling author of “Thieves In High Places: They’ve Stolen Our Country And It’s Time To Take It Back.” Access www.jimhightower.com.

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