| GUEST: Sri Ramamoorti, partner in the National Corporate Governance Group of Grant Thornton LLP |
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| JANUARY 2008 | |||||||||
"Corporate Governance and Equity Compensation: Fraud, Failure, and Folly"The term "corporate governance" seems to enter every discussion of equity compensation but the concept is often limited to accounting fraud, internal controls, or perceptions of overpaid executives. Corporate governance is the set of systems, processes, laws, and institutions intended to ensure that the providers of capital get an appropriate return on their investment through resolution of the "principal-agency problem" and ensuring economic efficiency. Which brings us to equity compensation, often blamed as a source of fraud, a cause of corporate failures, and a questionable use of corporate resources. The designers of share plans, and the recipients of share-based payments, reside at opposite ends of the governance spectrum, with many intervening processes and systems in between. Fred's guest is Sri Ramamoorti, partner in the National Corporate Governance Group of Grant Thornton LLP and member of the Advisory Board of the CEP Institute. Fred and Sri discuss the multi-faceted nature of corporate governance as it applies to designing and managing equity compensation plans, and how we can position them as the solution to corporate governance aspirations rather than the problem with corporate governance today.
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