Corporate Governance

One of the biggest problems we face today is the egregious mismanagement and reckless incompetence of many American corporate boards which utterly fail to do their primary job of holding managements accountable.

Many board members are often beholden to managements for lavish pay and perks they get for very little work and oversight. The credit crisis we find ourselves in is a direct manifestation of board members' lack of oversight. Alarm bells should have gone off in board rooms as crisis loomed, but many boards looked the other way.

Our economy has floundered for nearly two years because boards allowed their companies to make vast leveraged investments into faltering mortgage-backed securities. These investments vaporized trillions of dollars in shareholder value and left the banking industry in crisis. Boards gave permission to CEOs to take these risks, which often times they misunderstood, which is like giving the fox permission to guard the henhouse.

Incredibly, some board members make as much as $10,000 a week and soak up expensive trips to the Super Bowl and Augusta aboard corporate aircraft - simply to go to four or five board meetings a year.

Many of these same boards and managements are members of such groups as the Business Roundtable and the U.S. Chamber of Commerce, which annually spend huge sums of money in Washington to pass laws favoring managements and boards. These laws are often at the expense of shareholders, which are the true owners of America?s corporations.

We need an aggressive plan to combat this, which is why I am launching United Shareholders of America ? a voice for large and small shareholders. We must have a strong voice in Washington to combat the pro-management forces.

United Shareholders of America will aim to push back against board entrenchment and make it easier for shareholders to promote change in companies they own. I am asking that you join this cause by signing up on my website, the Icahn Report, www.icahnreport.com.

It is easy to point fingers at those who may be responsible for our current crisis. But we are seeking long-term changes. And the only way to make these changes is for large numbers of shareholders put pressure on lawmakers. Remember, shareholders vote.

As I have said, a lot of people die fighting tyranny. The least we can do is vote against it. If our country is to get back on its feet, we as shareholders should stand up and demand changes to laws that insulate managers from shareholders.

It is sometimes difficult for outsiders to see the sheer extent of this mismanagement. Granted, there are a lot of good boards and managements. But in my 40 years in the financial markets and service on many boards, I have observed first-hand the egregious blunders and ineptitude of over-paid and self-serving boards who have little loyalty or accountability to shareholders. For sheer entertainment value, board antics rival skits on Saturday Night Live, but this value destruction is not entertaining.

On a regular basis, we see:

- Board compensation committees that approve ever-higher pay packages to top-level executives allowing them to walk off with millions of dollars even when the companies later fail due to bad management decisions.

- Boards that cozy up to managements so they can enjoy $300,000 annual salaries and perks like the use of the corporate jets and golf junkets in return for a few hours of work each month to rubber-stamp management proposals.

- Timid boards that fail to ask or research the relevant questions over risks a business faces for fear they may incur the wrath of a CEO and be forced to resign.

- Boards that approve decisions that thwart stockholders from proposing candidates to company boards and having a say in company decisions, even when a majority of stockholders approve.

- Board chairmen who fail in their fiduciary responsibility to act in the interest of stockholders and demand that managements be held accountable for financial performance.

- Boards that use every means at their disposal to thwart shareholders from placing resolutions for vote at annual meetings.

- Boards that allow managements to place the blame elsewhere for their dismal performances.

- Boards that refuse to allow their shareholders to decide for themselves if they wish to accept an offer for their shares that is well above the selling price of the stock.

- Boards that vote to enact anti-shareholder devices like poison pills and staggered board elections designed to aid in their entrenchment and power.

- Boards that approve millions of dollars in signing bonuses that can?t be taken back when a CEO leaves after a short period, even when the company collapses.

The list goes on and on.

Now consider the recent costs of this board neglect and malfeasance:

Besides the financial services industry, others are teetering or in crisis: airlines, automobiles, homebuilders, real estate, textiles, retail ? to name a few. Manufacturing has largely moved overseas. Government deficits are soaring. Unemployment and inflation are rising.

America is losing its economic hegemony as evidenced by a falling dollar, vast trade imbalances, millions of jobs lost, an eroding manufacturing base, a financial industry in shambles and out-of-control government spending.

It doesn?t have to be this way. We as a nation can ? and must ? do better.

In an ideal business world, shareholders in faltering companies could simply vote out incompetent and crony-ridden boards and managers that helped create this mess.

Unfortunately, there are mountains of state and federal rules favoring managements that were supported by years of work by pro-management groups like the U.S. Chamber of Commerce and the Business Roundtable, a powerful group composed of 160 or so CEOs of the nation?s biggest corporations.

It is time for a change. A big change.

United Shareholders of America aims to create a grassroots movement of large and small shareholders who are looking to press boards to be more responsive to stockholders.

My campaign is designed to change state and federal rules that favor entrenched boards that allow executives to receive bloated compensation packages for lackluster performance and perpetuate themselves indefinitely in office.

Millions of shareholders will benefit from this campaign.

The list includes public pension funds that invest working peoples' money, institutional investment funds that manage corporate pension funds, endowments that fund college educations and the legions of retail investors and other stakeholders in our economy. In short, it is in the self-interest of all that we see a campaign to make business run better succeed.

This is why I am asking you to join us and support us. Like my friend Boone Pickens who is running a campaign for national energy independence and my friend Pete Peterson who is running a campaign to cut down on our staggering national debt, I am determined to make this campaign succeed. But I need your support.

In coming weeks, I will be outlining our plans to press lawmakers, policy makers and others for changes that we are advocating. I will also ask for your ideas, feedback and input in this. We are looking to create a grassroots movement - it is long overdue.

Let's not forget the most salient point: we all rely on business for our livelihoods and standard of living. Business and entrepreneurship are the engines of America's growth. We must not let this great nation?s economy erode as it has in recent years due to self-interested and incompetent corporate managements.

Please join in supporting this call for action.