To: KonKilo who wrote (22916 ) 9/15/2003 11:47:24 PM From: Skywatcher Respond to of 93284 Amen to this push: Former NYSE chairman calls for clean sweep of boardroom Monday September 15, 9:18 pm ET By Meg Richards, AP Business Writer NEW YORK (AP) -- A former chairman of the New York Stock Exchange joined critics in calling for a clean sweep of the boardroom as the best way of quelling the growing storm over chairman Dick Grasso's lavish pay package. The exchange's directors, who are considering ways to ease outrage over the $139.5 million Grasso received in accrued benefits and savings, were expected to call a meeting later this week. James Needham, a retired accountant who was NYSE chairman from 1972 to 1976, said everyone associated with the decision should step down, including Grasso. "It's time to clean house," Needham, who also served on the Securities and Exchange Commission, said Monday. "I feel the board just didn't step up to the plate and run that operation properly." He said he has shared his views with Grasso and SEC chairman William Donaldson, who raised sharp questions about the pay package after it was announced last month. The SEC is currently reviewing the NYSE's response. Needham likened the appearance of the board's handling of Grasso's pay to the problems at Enron Corp., where directors' conflicts of interest and a lack of awareness of company operations became evident when that company collapsed in scandal in 2001. "It's nothing easy for me to say, because I think he's the best chairman the exchange has had, including me," Needham said. "But ... in that position, you have to look reasonably perfect." Traders and seatholders were said to be circulating one or more petitions seeking big changes in top management at the NYSE. The matter was expected to be discussed at a meeting of active seatholders on Thursday and at a general meeting next month. Several directors have privately expressed strong views as well, particularly newer members who are said to have been unaware of how much was promised to Grasso in contracts negotiated during the stock market's giddy rise in the late 1990s. Even after Grasso announced he would forgo an additional $48 million disclosed last week, opinions seemed mixed as to whether he should be ousted. Few have criticized the job performance of Grasso, 57, who started his career at the exchange as a floor clerk in 1968. He was the only candidate for the top post when Donaldson left in 1995. Grasso is credited for brokering a truce between the securities industry, the SEC and the office of New York Attorney General Eliot Spitzer over the investigation of research conflicts last year. But he also has been criticized for holding too much sway over the NYSE's 27-member board of directors, which includes the three top executives, 12 representatives from the securities industry and 12 from outside the industry, all hand-picked by Grasso. Potential conflicts were revealed this year, prompting several changes as the NYSE took steps to conform with new governance rules applied to public companies after a streak of corporate scandals. In June, the top three executives announced they would leave board positions they held at public companies traded on the NYSE. "Is it any wonder that these guys are so well paid, if they're approving each others' salaries?" asked Austin Brentley, manager of corporate governance affairs at the Council of Institutional Investors, an organization of large public, labor funds and corporate pension funds. In a July report, the council outlined a number of troubling connections among NYSE management and board members, and found few rules to prevent conflicts. Whether the chairman influenced decisions over his compensation -- and Grasso has insisted he didn't -- the arrangement smells rotten, said Nell Minow, editor of The Corporate Library, a private group that monitors governance issues. "If you asked me what's the best guarantee we'll have some kind of pay abuse, I'd say first you let the CEO pick all of his directors, and then you make it so they don't have to disclose his pay," Minow said. "It's a recipe for disaster." Minow said the most urgent reform needed at the NYSE was a complete overhaul of how board members are selected for their two-year terms to ensure that the process employs the same level of disclosure required for public companies, possibly with SEC oversight. CC