Following the financial crisis and the periodic failure of public companies (e.g. Enron), the expectations of corporate governance have steadily increased. This increase of mandated activities has occurred through both legislation (Dodd-Frank) and rule making by oversight bodies such as stock exchanges.
The enhanced expectations of corporate oversight provided by elected directors has focused on independence of directors and the structure of board governance.
The following is a partial list of the governance practices one company (Southwest Airlines) has adopted:
Qualifications of directors
Independence of directors
Size of Board and selection process
Board meetings, agendas and other materials
Executive sessions; communications with non-management directors
Etc. for ten more policies
Today most credit unions adopt a standard set of bylaws which ordains some of the policies listed above. But beyond the formal requirements, how much policy substance is added? Should boards have a Code of Ethics ? Should there be requirements for directors’ share ownership? How is compensation and expense reimbursement defined?
A critical first step in the oversight of the board’s primary employee, the CEO, is its own self-governance ability. Without this awareness, the tendency is for the board to default to management by the CEO, thus reversing the intended governance relationship. When was the last time your board policy book was evaluated for relevance? What standard was used to determine sufficiency? Are the policies available for members who might wish to know how governance is practiced?
These are questions public companies must routinely disclose. Should members expect less?
Cooperatives’ unique design uniting the member-owner as the single focus for corporate performance can provide some protections versus the potential conflicts of interests that every public corporation must balance between shareholders and customers. Regulation and rules for public companies are intended to promote this balance. One way this is done is through mandatory public disclosures in annual reports.
These disclosures may also provide insight about how cooperatives can better account for their stewardship of members’ interests.
I will be sharing a series of examples that credit union leaders may consider as we enter the annual member meeting season.
One example is the “CEO Pay Ratio”, a disclosure required of public companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This SEC rule requires that the relationship of the median of the total of all annual compensation of all employees be compared to the total annual compensation of the CEO.
The following is the disclosure for the CEO of Southwest Airlines (page 42, 2018 annual report):
The total annual compensation of the company’s median employee was $78,494;
The total annual compensation of the company’s CEO was $7,726,455; and,
The ratio of the total annual compensation of the CEO to the median employee’s total compensation was 98.4 to 1.
Would such a comparison be useful for monitoring credit union CEO compensation trends? For members to have prior to the annual meeting whose primary purpose is to approve the election of the Board which oversees the CEO’s role? Let me know what you think in the comments below.
At the recent St. Patrick’s Day concert at the Kennedy Center, the Irish Ambassador was invited to share a ritual he follows. Every day the ambassador tweets out a poem written by an Irish author. He chose to read one by William Butler Yeats (1865-1939). By coincidence I saw this Yeats poem in a display case celebrating National Poetry Month:
The intellect of man is forced to choose
perfection of the life, or of the work,
And if it take the second must refuse
A heavenly mansion, raging in the dark.
When all that story’s finished, what’s the news?
In luck or out the toil has left its mark:
That old perplexity an empty purse,
Or the day’s vanity, the night’s remorse.
As I transition to “just a member” status this philosophic statement raised two questions. Are life and work (The Choice) truly separate? And, how hard is it to make something worthwhile that will last?
How does one retain hope in the face of seemingly contrary system ambitions, apathy for engagement beyond immediate responsibilities, and the all-consuming worship of credit union institutional success? Where is purpose in a time of national agendas dominated by topics such as cannabis legislation, CECL accounting, cybersecurity and secondary capital? How do member circumstances become a priority that supersedes traditional product messaging?
It seems the unceasing focus on credit unions’ performance constantly overwhelms the uplifting of member hopes.
How can cooperative leaders better balance competitive requirements and corporate vision? The resolution may line in a brief phrase from Leonard Cohen, the poet and composer, who wrote:
Ring the bells that still can ring
Forget your perfect offering
There is a crack, a crack in everything
That’s how the light gets in.
Due to an eye treatment, I was unable to see the CNN pictures of the burning Notre Dame Cathedral in Paris. I could hear the commentators describe the event. But what moved me the most was the sound of the hymn singing constantly in the background. At times the announcer was silent. Only the sound of the spontaneous songs, once raised within the Cathedral, were heard accompanying the orange flames of the burning central spire.
Music was the crowd’s expression of shared sorrow. Something spoken words, nor even silence, could adequately express. The hymns were reverent, gentle and even prayerful in response to the ongoing destruction being witnessed. Momentarily helpless as almost ten centuries of human labor and history burned, they shared their individual emotions, together.
Music does transcend ordinary experiences. And it commemorates extraordinary ones. This, for many, is Holy Week, marked by a series of religious services. Maundy Thursday, Good Friday, Tenebrae services, Easter Vigils and finally the triumphal celebration of Easter morning.
Each of these shared observances will be accompanied with sound and song to augment what words alone cannot capture.
Music celebrates a fundamental truth of human experience. It requires both a listener and a musician to be fully realized. None of us is alone, even in moments of extraordinary tragedy or joyful exuberance.
As we observed the destruction of a historical monument, we have also seen the capacity of humans to share their most tender feelings as one. And that is the foundation for a new creation to emerge. Happy Easter.
Today is tax filing time for consumers and most corporations. State chartered credit unions file Form 990 as a non-profit, exempt from Federal taxes by an IRS ruling.
What do credit unions have in common with the following US corporations? Amazon, IBM, Chevron, Eli Lilly Deere, etc. These companies paid no federal income tax in 2018. These are among sixty large, profitable US corporations on a list compiled by The Center for Public Integrity, which paid no federal income tax. In fact, the group collectively received tax benefits amounting to $4.3 billion that is a negative tax rate!
So, is “good company” a sufficient explanation for the credit union tax exemption? Or should it be good purpose?
In a worldwide scientific collaboration, scientists were able to create a picture of a black hole using a network of telescopes around the globe.
The discovery raises up questions about conventional physics and previous explanations of the evolution of the universe.
The photo below shows the dark center inside the ring where matter and light are wrapped.
However, for credit unions this first ever picture of a black hole was hardly unique. In fact, the cooperative system has been seeing black holes with ever increasing regularity.
On March 29, 2019, the most recent documentation of a black hole was released by the Inspector General’s office showing a black hole of at least $770 million dollars.
This observation was the latest in a series of IG observations going back as far as 2008. See:
Material Loss Review of Chester Upland School Employees, O P S EMP, Electrical Inspectors, Triangle Interests % Service Center, Cardozo Lodge, and Servco Federal Credit Unions (2/23/2017)
Material Loss Review of Telesis Community Credit Union (3/15/2013)
Material Loss Review of Southwest Corporate Federal Credit Union (9/22/2011)
Material Loss Review of St. Paul Croatian Federal Credit Union (10/7/2010)
Material Loss Review of Norlarco Credit Union (5/11/2009)
Unlike the astronomical black hole most recently observed that “open up questions for scientists to explore about deep fundamental physics and the explanations offered by theories of general relativity and quantum physics, NCUA’s black holes are more readily understood.
The black holes in the NCUSIF’s balance sheet stem from a continuing weakness in transparency and accountability in the Board’s oversight of NCUA. Although the causes are clearly understood there is no indication that these are being addressed. The only question is how many more black holes will be discovered in the future?
The Seated Boxer, an iconic ancient Greek work of art, shows a grizzled veteran of the ring, equal parts resigned and ready to spring into action.
What I like is a sense of respite from competition, the powerful athletic physique and the tiredness that surrounds his humanity. Is he a winner this day? Are there more fights to go? How will his efforts be remembered?
These are questions that all of us encounter, in literal or figurative ways, in our daily efforts.