To: Bill Harmond who wrote (11922 ) 6/6/2002 12:44:31 PM From: stockman_scott Respond to of 57684 Goldman CEO calls for U.S. accounting crackdown WASHINGTON, June 5 (Reuters) - The chief executive of investment banking giant Goldman Sachs (NYSE:GS - News) called on Wednesday for changes to a U.S. financial system consumed these days by self-doubt, including a crackdown on accountants. Largely echoing proposals already made by others, Henry Paulson said, "In my lifetime, American business has never been under such scrutiny. To be blunt, much of it is deserved." He predicted that corporate stock options -- a lucrative executive pay perk blamed by some for setting the stage for financial scandals like Enron Corp. (Other OTC:ENRNQ.PK - News) -- would eventually be subjected to stricter accounting rules. To restore confidence in corporate America, shaken by Enron's collapse and a string of other scandals, Paulson said chief executives should be required to certify the accuracy and completeness of their companies' financial results. Audit committees should perform rigorous annual reviews of audit fees and of the company's auditors. Enron's auditor Andersen (ANDR.UL) has been heavily criticized for its handling of the fallen energy trading giant's financial books. The present accounting industry policing system, based on a peer review procedure, "should be replaced with an effective 'audit of the auditors'," Paulson said, adding this could be accomplished either by the Securities and Exchange Commission (SEC) or by setting up a new accounting oversight board. Paulson said the Financial Accounting Standards Board (FASB), the U.S. accounting rule maker, should be overhauled. It should also review traditional cost-based accounting notions, which he called "hopelessly antiquated for companies primarily engaged in financial services or, for companies heavily involved with financial instruments as Enron was." America's Generally Accepted Accounting Principles (GAAP) and Europe's International Accounting Standards -- now rival systems for corporate accounting -- should converge, he said, with an eye to reconciling the option expensing issue. Some U.S. corporations have been criticized for doling out options to top officers by the boatload. Critics have charged that liberal awarding of options tempts executives to pump up their companies' stock prices, sometimes by questionable means, so they cash in the options and make a fortune. A key reason for the options bonanza is that, under GAAP, they may be awarded without being charged against profits as a normal cost of doing business, like salaries or bonuses. Their impact on profits must be disclosed in footnotes, however. The London-based board that runs IAS is considering requiring all European companies to expense stock options to make disclosure more complete. FASB has shied away from such a rule in the face of severe opposition from corporate America. "From an accounting standpoint, it seems to me that options should be expensed ... From a public policy standpoint, I see the other argument" not to expense them, Paulson said. "Ultimately, options will be expensed and I think the accountants will win out," he said. He added that corporate governance guidelines set to be issued by the New York Stock Exchange on Thursday would include additional option expense footnote disclosure requirements. Paulson also said companies should have a majority of independent directors, both in substance and appearance; that non-management corporate directors should meet periodically apart from managers and the CEO; and that corporate audit and compensation committees should be entirely non-management. Similar proposals have already been made by the SEC, in Congress, by the stock exchange and by President Bush.