TheCorporateCounsel.net

May 9, 2005

Being Paid to Stay at Home

I agree with everything Mark Borges noted in his “The Compensation Disclosure Blog” about this WSJ article from last Friday:

“I’m sure you saw the latest example of executive excess highlighted in today’s Wall Street Journal . In her article, “Some Visiting CEOs Get Paid to Stay in Residences They Own,” Joann Lublin identifies several chief executives who are reimbursed for staying in their own second homes when traveling on company business.

While this practice doesn’t knock the personal use of corporate aircraft off its perch as the most notorious executive perk, it comes pretty close. Although I can understand the rationale for the payments (the company would incur a hotel expense anyway when the executive was in town), the optics make it an investor relations nightmare.

The article goes on to point out that, until this year, most companies had not previously disclosed these arrangements. [You can see representative proxy disclosures for Time Warner, Disney and Viacom linked from Mark’s blog.]

Apparently, the SEC’s recent admonishments about full disclosure and “best practices” led the companies to include the information as part of their perquisites disclosure. Interestingly, while Time Warner and Disney describe the arrangements, they both go on to expressly state that the amounts are not included in the “Other Annual Compensation” column of the Summary Compensation Table (Viacom included reimbursed amounts in the column).

Not surprisingly, investor group representatives are outraged, with one calling the practice “ridiculous.” I suspect that we haven’t heard the last of this issue.”

The Latest on the SEC’s XBRL Pilot Project

As noted in this recent press release, the SEC continues to encourage participation in its XBRL pilot program. Here are some related remarks by Peter Derby, Chairman Donaldson’s Managing Executive for Operations & Management, before the 11th XBRL International Conference on the topic.

The SEC’s XBRL voluntary filing program received a little help from the US members of XBRL International with this special web page; among the available resources are FAQs, tutorials, an email discussion group, guidelines, and a list of the companies that are voluntarily submitting XBRL documents to EDGAR (five so far). The site also includes links to US GAAP taxonomies, sample XBRL instance documents, and technical background information. Thanks to Allyson Weaver of Electronic Filing Services for pointing this out!

Bullet’s Fever – Happens to Me Every Year!

Moved to the DC area in the late ’70s and became a lifelong Washington Bullets fan after they won a world championship on the backs of Wes Unseld, Elvin Hayes and the gang. Little did I know they wouldn’t win another playoff series for a quarter century – until this weekend! Now I got Bullet’s Fever! DC residents will know this Nils Lofgren song from 1977:

bullets-fever-WBNL1.jpg

For those of you not interested in b-ball, you can read about “Lawyerpalooza” instead…