Surveillance au XXIe siècle.

  In considering our own lives in a society, there’s a reason that students don’t grade their own papers, or write their own exam questions, there is a reason that there is no allowance to give ourselves parking fines,  there’s a reason criminal defendants don’t stand in judgement of themselves, or sentence themselves to a penalty of their choosing. It would be amazing if we could award ourselves whatever pay raised we like, or promote ourselves to a job of our own choosing. This is not the way things work.

The last years have seen corporate scandals and company misbehavior that have led to the global financial crisis as well as individual company collapses.   The Swiss Shareholder Association (SUISHARE) attributes these problems, whether Enron, Tyco, Madoff, Lehmann, etc. to improperly supervised company management, captive Auditors, and out of touch Boards. Corporate Governance Principles seem to have remained very much aligned with the 19^th century. SUISHARE sees a need for the principles to be better aligned with the technologically advanced current economic landscape.

The current governance model where the senior leadership of a company are at the same time perpetrator, investigator, oversight, judge, jury and enforcer, is no longer a viable model. It is fraught with obvious risk, and is no longer appropriate.   The lack of appropriate oversight….

• lack of correct controls,
• lack of division of powers,
• shareholder apathy (to an extent),
• the unsupervised and uncontrolled behavior and greed of senior company leadership,

…leads to many of the problems that cause consequential and collatteral damage.

SUISHARE will not shy away from exposing senior company leadership who are behaving in an unethical and immoral manner.   The SUISHARE essential recommedations for improved Corporate Governance:

Dissolution of a number of oversight duties to an independant SUISHARE and/or company specific Shareholder Associations in order to establish and ensure an appropriate division of power, transparency and oversight. The powers that will be divested to the SUISHARE and its satellite, company specific, shareholder organisations shall be (in Summary):

• The board of directors will in future include 2 Employee representatives as well as 2 members of, or proposed by SUISHARE and/or its company specific shareholder organisations. (There already exist some companies, e.g. Swisscom that include Employee representatives in the Board.) SUISHARE sees this as highly beneficial, as in traditional Boards the flow of information to the board is far too often carefully architected by those who wish the board to hear only selective information.
• Term limits on board service of maximum 10 years in order to help keep boards fresh and effective. Studies have shown governance dysfunction is perpetuated indefinitely where too many Directors have extremely long tenure.
• The Internal and External Auditing function will report, and be paid through SUISHARE or sub-company specific shareholder organisation to ensure effectiveness, impartiality and a true division of power.
• SUISHARE will also act as an independent party for employees to safely raise issues and express their concerns, in the knowledge that their identities will be protected, and real solutions found to their issues. Former company resources concerned with internal misbehavior investigations will report through SUISHARE or sub-company specific shareholder organisation.
• Shareholder Registries will be under the control of SUISHARE or sub-company specific shareholder organization, who will also supervise the Annual Meeting. This will be a necessary step to prevent vote manipulation and voter fraud.

This enhanced oversight through a proper and correct divisions of power may seem abstract, but through illustration with concrete examples, will appear as a “no-brainer”. With improved oversight, governance and transparency, companies will be better protected and can thus rather focus on their core business.   Please see the TCTMNBN Shareholder Association (www.xxxxx.com), for the first large scale company specific project to improve the oversight, governance and transparency of an individual company .