Archive for February, 2005

Corporate Governance

Wednesday, February 23rd, 2005

Corporate governance is the achille’s heel of American capitalism. The headlines over the last several years have been full of stories about senior executives run amok completely unchecked by boards of directors packed with their cronies.

One suspects that Osama is a bit chagrined. In retrospect, he should have sent his young disciples to business school instead of flight school. Not only might they have done more actual damage to the US economy but they’d have got rich in the bargain. And instead of risking death or an indeterminate stay at Guantanamo, they’d only have faced a few months in a nice, low security, federal prison.

In theory, of course, the executives of a company are responsible for maximizing shareholder value while providing a good working environment for employees, and good products and services to customers. The board is meant to monitor the actions of the executives and the financial state of the company and make sure that the executives are competently and effectively meeting their responsibilities.

In fact, as we all know, the board of directors is handpicked by the senior executives primarily for their complacency. They are either long-time cronies or they are “people of prominence” (e.g. retired government officials, university professors, etc.) who are happy to pick up a six-figure salary for, in essence, a “no-show” job.

If the board members just rubberstamp the decisions of the senior executives they continue to get significant amounts of money for showing up at a few board meetings each year. And if the executives get caught doing something scandalous?… What’s the worst thing that will happen to the board members?… They might be forced to resign or not have their board membership renewed…. Not much of a disincentive.

Again, in theory, the board is supposed to be elected by the shareholders but we all know that most shareholders either ignore their proxy votes or blindly vote for the management slate. (Heck, I own stocks and mutual funds and I seldom vote my proxies either.)

The other facet of the Corporate Governance is that of the legal protection that incorporating provides to both the senior executives and the board. There have been a number of recent cases involving Wallstreet firms where the companies involved paid millions of dollars in fines for crimes committed by their executives. Which, of course, means the fines were paid by the shareholders… not the executives who actually committed the crimes. And, of course, it is unheard of for board members to face any kind of fines for malfeasance that happens on their watch.

And we have seen the astonishing spectacle of CEO’s who made $100 millions per year saying that they were, shocked! shocked! to find out that their company’s accounts were being cooked into a fine bankruptcy stew. And saying, without apparent embarrassment, that they really couldn’t be held responsible for these mundane details.

So what to do?

  • We need to remove most of the civil and all of the criminal protections that incorporation provides for executives and board members. The protection of incorporation should apply solely to the shareholders.
  • We need to do what we can to require that board members be independant of the executives.
  • We need to make the criminal and civil penalties for white collar crime much tougher. If there ever was a type of crime that would be affected by deterrence it is white collar crime. These are clever well educated people with lots of other lucrative options than resorting to crime.
  • We need to have some automatic penalties for large corporate bankruptcies. For example, all senior executives and board members of a large corporation which enters into bankruptcy should should have to show cause as to why they should not forfeit all the compensation they received from the corporation. If they can convince the court they were not negligent, they can keep their compensation… Otherwise it goes to into the bankruptcy pot. (I suspect this will be the most controversial of my suggestions… ;)
  • We need to encourage large shareholders (mutual funds, pension funds, etc.) to be more activist in their relationship with the board… And by extension, management.
  • We need to hold the external accountants responsible when companies they are auditing are found to have behaved fraudulently. Again, whenever a major account fraud is found, the external accountants should have to automatically re-imburse the company for all fees they received for auditing the books.
  • We need to encourage, rather than discourage, State Attorneys General to be activist in their pursuit of corporate crime.

Capitalism is all about incentives and opportunities. Corporate executives have huge financial incentives and opportunities to commit crimes… And Boards of Directors and Auditors have similar incentives to aid and abet them. We need similarly weighty disincentives to discourage them.

{Finally, has anyone been keeping track of which business schools produce the largest number of corporate felons? Why don’t some of the business correspondents run through all the folks that have been convicted or plead guilty at Adelphia, Worldcom, Healthsouth, Enron, etc. etc. and see where they got their MBA’s. And then go to the two or three leading miscreant-producing institutions and ask the deans about their “business ethics” classes.}

Who makes the war profits?

Monday, February 21st, 2005

Another speech by Smedley Butler, USMC speaking about profiteering during World War I. It makes interesting reading in the age of Iraq and Halliburton; not to mention Katrina and the 10,000 FEMA trailers and the truckloads of emergency ice cubes being driven all over the country until they melted.

“The World War, rather our brief participation in it, has cost the United States some $52,000,000,000. Figure it out. That means $400 to every American man, woman, and child. And we haven’t paid the debt yet. We are paying it, our children will pay it, and our children’s children probably still will be paying the cost of that war.

The normal profits of a business concern in the United States are six, eight, ten, and sometimes twelve percent. But war-time profits – ah! that is another matter – twenty, sixty, one hundred, three hundred, and even eighteen hundred per cent – the sky is the limit. All that traffic will bear. Uncle Sam has the money. Let’s get it.

Of course, it isn’t put that crudely in war time. It is dressed into speeches about patriotism, love of country, and “we must all put our shoulders to the wheel,” but the profits jump and leap and skyrocket – and are safely pocketed. Let’s just take a few examples:

Take our friends the du Ponts, the powder people – didn’t one of them testify before a Senate committee recently that their powder won the war? Or saved the world for democracy? Or something? How did they do in the war? They were a patriotic corporation. Well, the average earnings of the du Ponts for the period 1910 to 1914 were $6,000,000 a year. It wasn’t much, but the du Ponts managed to get along on it. Now let’s look at their average yearly profit during the war years, 1914 to 1918. Fifty-eight million dollars a year profit we find! Nearly ten times that of normal times, and the profits of normal times were pretty good. An increase in profits of more than 950 per cent.

Take one of our little steel companies that patriotically shunted aside the making of rails and girders and bridges to manufacture war materials. Well, their 1910-1914 yearly earnings averaged $6,000,000. Then came the war. And, like loyal citizens, Bethlehem Steel promptly turned to munitions making. Did their profits jump – or did they let Uncle Sam in for a bargain? Well, their 1914-1918 average was $49,000,000 a year!

Or, let’s take United States Steel. The normal earnings during the five-year period prior to the war were $105,000,000 a year. Not bad. Then along came the war and up went the profits. The average yearly profit for the period 1914-1918 was $240,000,000. Not bad.

There you have some of the steel and powder earnings. Let’s look at something else. A little copper, perhaps. That always does well in war times.

Anaconda, for instance. Average yearly earnings during the pre-war years 1910-1914 of $10,000,000. During the war years 1914-1918 profits leaped to $34,000,000 per year.

Or Utah Copper. Average of $5,000,000 per year during the 1910-1914 period. Jumped to an average of $21,000,000 yearly profits for the war period.

Let’s group these five, with three smaller companies. The total yearly average profits of the pre-war period 1910-1914 were $137,480,000. Then along came the war. The average yearly profits for this group skyrocketed to $408,300,000.

A little increase in profits of approximately 200 per cent.

Does war pay? It paid them. But they aren’t the only ones. There are still others. Let’s take leather.

For the three-year period before the war the total profits of Central Leather Company were $3,500,000. That was approximately $1,167,000 a year. Well, in 1916 Central Leather returned a profit of $15,000,000, a small increase of 1,100 per cent. That’s all. The General Chemical Company averaged a profit for the three years before the war of a little over $800,000 a year. Came the war, and the profits jumped to $12,000,000. a leap of 1,400 per cent.

International Nickel Company – and you can’t have a war without nickel – showed an increase in profits from a mere average of $4,000,000 a year to $73,000,000 yearly. Not bad? An increase of more than 1,700 per cent.

American Sugar Refining Company averaged $2,000,000 a year for the three years before the war. In 1916 a profit of $6,000,000 was recorded.

Listen to Senate Document No. 259. The Sixty-Fifth Congress, reporting on corporate earnings and government revenues. Considering the profits of 122 meat packers, 153 cotton manufacturers, 299 garment makers, 49 steel plants, and 340 coal producers during the war. Profits under 25 per cent were exceptional. For instance the coal companies made between 100 per cent and 7,856 per cent on their capital stock during the war. The Chicago packers doubled and tripled their earnings.

And let us not forget the bankers who financed the great war. If anyone had the cream of the profits it was the bankers. Being partnerships rather than incorporated organizations, they do not have to report to stockholders. And their profits were as secret as they were immense. How the bankers made their millions and their billions I do not know, because those little secrets never become public – even before a Senate investigatory body.

But here’s how some of the other patriotic industrialists and speculators chiseled their way into war profits.

Take the shoe people. They like war. It brings business with abnormal profits. They made huge profits on sales abroad to our allies. Perhaps, like the munitions manufacturers and armament makers, they also sold to the enemy. For a dollar is a dollar whether it comes from Germany or from France. But they did well by Uncle Sam too. For instance, they sold Uncle Sam 35,000,000 pairs of hobnailed service shoes. There were 4,000,000 soldiers. Eight pairs, and more, to a soldier. My regiment during the war had only one pair to a soldier. Some of these shoes probably are still in existence. They were good shoes. But when the war was over Uncle Sam has a matter of 25,000,000 pairs left over. Bought – and paid for. Profits recorded and pocketed.

There was still lots of leather left. So the leather people sold your Uncle Sam hundreds of thousands of McClellan saddles for the cavalry. But there wasn’t any American cavalry overseas! Somebody had to get rid of this leather, however. Somebody had to make a profit in it – so we had a lot of McClellan saddles. And we probably have those yet.

Also somebody had a lot of mosquito netting. They sold your Uncle Sam 20,000,000 mosquito nets for the use of the soldiers overseas. I suppose the boys were expected to put it over them as they tried to sleep in muddy trenches – one hand scratching cooties on their backs and the other making passes at scurrying rats. Well, not one of these mosquito nets ever got to France!

Anyhow, these thoughtful manufacturers wanted to make sure that no soldier would be without his mosquito net, so 40,000,000 additional yards of mosquito netting were sold to Uncle Sam.

There were pretty good profits in mosquito netting in those days, even if there were no mosquitoes in France. I suppose, if the war had lasted just a little longer, the enterprising mosquito netting manufacturers would have sold your Uncle Sam a couple of consignments of mosquitoes to plant in France so that more mosquito netting would be in order.

Airplane and engine manufacturers felt they, too, should get their just profits out of this war. Why not? Everybody else was getting theirs. So $1,000,000,000 – count them if you live long enough – was spent by Uncle Sam in building airplane engines that never left the ground! Not one plane, or motor, out of the billion dollars worth ordered, ever got into a battle in France. Just the same the manufacturers made their little profit of 30, 100, or perhaps 300 per cent.

Undershirts for soldiers cost 14¢ [cents] to make and uncle Sam paid 30¢ to 40¢ each for them – a nice little profit for the undershirt manufacturer. And the stocking manufacturer and the uniform manufacturers and the cap manufacturers and the steel helmet manufacturers – all got theirs.

Why, when the war was over some 4,000,000 sets of equipment – knapsacks and the things that go to fill them – crammed warehouses on this side. Now they are being scrapped because the regulations have changed the contents. But the manufacturers collected their wartime profits on them – and they will do it all over again the next time.

There were lots of brilliant ideas for profit making during the war.

One very versatile patriot sold Uncle Sam twelve dozen 48-inch wrenches. Oh, they were very nice wrenches. The only trouble was that there was only one nut ever made that was large enough for these wrenches. That is the one that holds the turbines at Niagara Falls. Well, after Uncle Sam had bought them and the manufacturer had pocketed the profit, the wrenches were put on freight cars and shunted all around the United States in an effort to find a use for them. When the Armistice was signed it was indeed a sad blow to the wrench manufacturer. He was just about to make some nuts to fit the wrenches. Then he planned to sell these, too, to your Uncle Sam.

Still another had the brilliant idea that colonels shouldn’t ride in automobiles, nor should they even ride on horseback. One has probably seen a picture of Andy Jackson riding in a buckboard. Well, some 6,000 buckboards were sold to Uncle Sam for the use of colonels! Not one of them was used. But the buckboard manufacturer got his war profit.

The shipbuilders felt they should come in on some of it, too. They built a lot of ships that made a lot of profit. More than $3,000,000,000 worth. Some of the ships were all right. But $635,000,000 worth of them were made of wood and wouldn’t float! The seams opened up – and they sank. We paid for them, though. And somebody pocketed the profits.

It has been estimated by statisticians and economists and researchers that the war cost your Uncle Sam $52,000,000,000. Of this sum, $39,000,000,000 was expended in the actual war itself. This expenditure yielded $16,000,000,000 in profits. That is how the 21,000 billionaires and millionaires got that way. This $16,000,000,000 profits is not to be sneezed at. It is quite a tidy sum. And it went to a very few.

The Senate (Nye) committee probe of the munitions industry and its wartime profits, despite its sensational disclosures, hardly has scratched the surface.

Even so, it has had some effect. The State Department has been studying “for some time” methods of keeping out of war. The War Department suddenly decides it has a wonderful plan to spring. The Administration names a committee – with the War and Navy Departments ably represented under the chairmanship of a Wall Street speculator – to limit profits in war time. To what extent isn’t suggested. Hmmm. Possibly the profits of 300 and 600 and 1,600 per cent of those who turned blood into gold in the World War would be limited to some smaller figure.

Apparently, however, the plan does not call for any limitation of losses – that is, the losses of those who fight the war. As far as I have been able to ascertain there is nothing in the scheme to limit a soldier to the loss of but one eye, or one arm, or to limit his wounds to one or two or three. Or to limit the loss of life.

There is nothing in this scheme, apparently, that says not more than 12 per cent of a regiment shall be wounded in battle, or that not more than 7 per cent in a division shall be killed.

Of course, the committee cannot be bothered with such trifling matters.”

Major General Smedley Butler USMC

Monday, February 21st, 2005

Major General Smedley Butler was on active service with the US Marine Corp from 1898 to 1931 (33 years) and is one of only two marines who have ever received two Congressional Medals of Honor for outstanding heroism in two separate engagements. He was in combat in China, Nicaragua, Mexico, Haiti, and France (WW I).

The following is excerpted from a speech he made in 1933 after his retirement from the Marine Corp:

“War is just a racket. A racket is best described, I believe, as something that is not what it seems to the majority of people. Only a small inside group knows what it is about. It is conducted for the benefit of the very few at the expense of the masses.

I believe in adequate defense at the coastline and nothing else. If a nation comes over here to fight, then we’ll fight. The trouble with America is that when the dollar only earns 6 percent over here, then it gets restless and goes overseas to get 100 percent. Then the flag follows the dollar and the soldiers follow the flag.

I wouldn’t go to war again as I have done to protect some lousy investment of the bankers. There are only two things we should fight for. One is the defense of our homes and the other is the Bill of Rights. War for any other reason is simply a racket.

There isn’t a trick in the racketeering bag that the military gang is blind to. It has its “finger men” to point out enemies, its “muscle men” to destroy enemies, its “brain men” to plan war preparations, and a “Big Boss” Super-Nationalistic-Capitalism.

It may seem odd for me, a military man to adopt such a comparison. Truthfulness compels me to. I spent thirty- three years and four months in active military service as a member of this country’s most agile military force, the Marine Corps. I served in all commissioned ranks from Second Lieutenant to Major-General. And during that period, I spent most of my time being a high class muscle- man for Big Business, for Wall Street and for the Bankers. In short, I was a racketeer, a gangster for capitalism.

I suspected I was just part of a racket at the time. Now I am sure of it. Like all the members of the military profession, I never had a thought of my own until I left the service. My mental faculties remained in suspended animation while I obeyed the orders of higher-ups. This is typical with everyone in the military service.

I helped make Mexico, especially Tampico, safe for American oil interests in 1914. I helped make Haiti and Cuba a decent place for the National City Bank boys to collect revenues in. I helped in the raping of half a dozen Central American republics for the benefits of Wall Street. The record of racketeering is long. I helped purify Nicaragua for the international banking house of Brown Brothers in 1909-1912. I brought light to the Dominican Republic for American sugar interests in 1916. In China I helped to see to it that Standard Oil went its way unmolested.

During those years, I had, as the boys in the back room would say, a swell racket. Looking back on it, I feel that I could have given Al Capone a few hints. The best he could do was to operate his racket in three districts. I operated on three continents.�?

– Major General Smedley Butler USMC 1933

If you do a Google search on “Smedley Butler” you will find a number of sites focusing on the man and his career.

Medical Malpractice

Saturday, February 19th, 2005

The issue of medical malpractice and the high medical malpractice insurance premiums paid by MD’s is one the many problems facing a US healthcare system that is in a state of crisis.

As with many of the other facets of the healthcare crisis, the solution proposed for the medical malpractice situation (capping settlements) seems flawed and ill-considered.

The real problem is that a civil court is not the best place, nor are a bunch of jurors (or even a judge) , the people best suited to establish whether malpractice has occured. Nor, for that matter, is simply increasing the insurance premiums for a physician actually guilty of malpractice a satisfactory outcome.

Doctors accused of malpractice should be judged by panels of other doctors and, if found guilty of malpractice, should have their license to practice suspended or revoked. Doctors, after all, are the people who know what can be reasonably expected of a physician and are the most competent to understand the circumstances of a case involving medical procedure.

This seems like plain commonsense. So why isn’t this how malpractice cases are judged?

It is because no one at this point trusts the medical profession to police itself. Law enforcement’s “blue wall of silence” is flimsy compared to that of the medical profession. Several generations of physicians have refused to challenge even the most egregious examples of malpractice by their colleagues because they feared (with justification) that they would be ostracised within the medical community. Complaining about another doctor’s incompetence or negligence was, and is, viewed as professional suicide.

Ideally, a doctor charged with malpractice should be judged by a credible medical panel. If he is found guilty he should have his license suspended or revoked. And he (and his insurance company) should pay the actual damages to the patient (i.e. no punitive damages).

Unfortunately, this is unlikely to happen given the culture of the medical community and the cynicism of the public.

Eisenhower quotations

Wednesday, February 2nd, 2005

When you read these you realize how much the Republican party has changed in the last 50 years…

Humility must always be the portion of any man who receives acclaim earned in blood of his followers and sacrifices of his friends.
Dwight D. Eisenhower — Guildhall Address. London June 12. 1945

Every gun that is made, every warship launched, every rocket fired signifies, in the final sense, a theft from those who hunger and are not fed, those who are cold and are not clothed.
Dwight D. Eisenhower — “The Chance for Peace” Address April 16. 1953

In the councils of government, we must guard against the acquisition of unwarranted influence, whether sought or unsought, by the military-industrial complex.
Dwight D. Eisenhower — Farewell Address. Radio and TV January 17. 1961