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Volume 6, Issue 6     
In This Issue:

  The narcissistic CEO
  Private vs. Public
  Dollars and Sense
  Instant Messenger etiquette
  Are we ready for self-management?
  Unlocking your investment capital
  On managing with Bobby Knight and “coach K”
  The compensation game
  Street star: Citigroup’s CFO, Sally Krawcheck
  100 Fastest-growing companies
  Numbers crunch
  Whose controlling the controller?
  Study: Talent will cost more
  Can we fix it? The IRS says yes
  SEC inquiries and shareholder lawsuits: How to be above the scrutiny
  If you offer E-billing, will they come?
  Waistlines keep expanding in 31 states


The Narcissistic CEO

What do Bill Gates, Osama bin Laden and Henry Ford all have in common? Answer: their desire to change the world, albeit in bin Laden's case it's not for the betterment of humankind. The desire to change the system is a defining element of narcissism. And while it can be inspirational to work for someone like that, interacting with a narcissist CEO can be torture. Don't expect praise. Get used to hearing the word "I." And be able to take lots of harshly worded criticism. There is always the option of avoiding a narcissistic CEO, but these days that will prove difficult. Narcissism is virtually a requirement to become head of a company. That's because narcissists tend to like drama. They are attracted to big change and risk. Investors expect substantial returns and want their CEOs to take risks to deliver them. "It used to be that CEOs weren't asked to do extreme things," says Don Hambrick, who along with Arijit Chatterjee, both professors at Penn State University, developed a test to determine whether a CEO is narcissistic and to what degree. "They changed the rules so as to encourage more extremism, more flamboyance, go-for-broke types." Do the names Steve Jobs, Larry Ellison and Bernie Ebbers ring a bell? Each of them produced results. But getting there wasn't easy--for their employees...
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Private Vs. Public

Until recently, the term "Dunkin' Donuts" was just a sleepy Northeast chain with hardly any stores west of Pennsylvania. With relatively low prices and a limited menu with mass appeal, it was the working man’s Starbucks. But lately Dunkin' Brands, which was recently sold off by its publicly traded parent company to a trio of private equity firms, has begun reformulating itself into a venti-sized global contender. In the next ten years, Dunkin', which also owns Baskin-Robbins and Togo's sandwich shop, plans to triple the size of its U.S. division, from 5,000 stores to 15,000 stores. A pilot program at some outlets is pairing new sandwiches and heartier fare alongside the usual doughnut offerings. And the company is expanding its presence in Asia, a move that would have been difficult in November 2005, when Dunkin' Brands was a neglected division of the French multinational Pernod Ricard SA. Going private made all the difference, says Dunkin’ Brands CEO Jon Luther. "We can invest in that market without having to worry about quarterly earnings," he says. For Luther, going private was a no-brainer. His fellow CEOs seem to agree. So far this year, about $200 billion has flowed into private equity buyouts of public firms in the U.S., according to Thomson Financial. That compares with $129 billion for all of 2005. For CEOs, going private allows an escape from the twin pressures of quarterly earnings and the Sarbanes-Oxley Act’s crushing compliance regulations. But is private equity ownership that much less onerous than being publicly traded? For managers, the advantages of going private are no longer as clear as they once were...
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Dollars And Sense

EXECUTIVE COMPENSATION
SEC: Show Us The Money
The notion of "a fair day's pay for a fair day's work," articulated by President Roosevelt nearly seven decades ago, actually has its origins in the Bible, Deuteronomy 24:14-15. Today, the concept is ingrained in our capitalist system. But when it comes to applying this maxim to executive compensation, there's an enormous disconnect between Main Street and Wall Street To some, paying executives multimillions of dollars can't possibly constitute "fair" pay when the minimum wage is computed in single-digits. There's little that can be done to educate those who hold this misguided notion. But senior executives and the directors only reinforce this negative view by creating their own compensation packages behind closed boardroom doors and only revealing them in the tiniest of print. As long as the process is murky and undisciplined, and results are opaque, executive compensation will continue to be a hot button issue. American companies almost uniformly mishandle compensation decisions, despite regulatory efforts...
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Instant Messenger Etiquette

Office communication just isn't what it used to be. For folks over 40, the following instant message may look like nothing more than gobbledygook: "#s look gd… lnch @ 1/ back l8r." But for younger employees, it's just simple shorthand for: "The numbers look good. I'm leaving for lunch at 1 p.m., and I'll be back later. "Instant messaging isn't just a new technology, it's also a new language. One that's especially easy to over rely on, misinterpret and misuse. That goes for co-workers of all ages. The recent crop of grads, those born in the early 1980s, a.k.a Generation Y, has marched boldly into the adult workforce over the past four years. They've brought with them a set of technological tools that makes fax machines, voice mail and spreadsheet software look positively quaint. They've grown up with scanning, text messaging and Googling, and they're not about to stop once they've hit the working world. Nor should they. Those skills are big assets when it comes to multi-tasking and productivity. But they're also a nightmare for many of their bosses, those over 35 who understand that while technology is a useful tool, it doesn't replace relationship building as a primary means for doing business. Today's bosses can't understand why their young recruits, for all their brains and technical acumen, hardly ever come over and actually talk to them...
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Are We Ready for Self-Management?

In the early 1990s, Taco Bell's management was faced with a dilemma. It wanted to create thousands of new locations, including stores and kiosks, at which its line of Mexican-themed products could be sold. At the same time, it was experiencing a shortage of capable managers in a fast-food industry known for low-paying management jobs. One part of the solution was to create fewer, higher-paying management positions. The other was to train thousands of entry-level workers at its stores to manage themselves. This enabled Taco Bell to assign one manager to several stores and to increase the "span of control" for area managers from ten or so units to several times that many. Under the "self-management" initiative, employees were trained and given new technology to enable them to hire, train, and supervise their new colleagues; manage the day-to-day inventory of the store; handle the resulting receipts; and deal with personnel problems themselves under the supervision of a "floating" manager responsible for several such stores. They received above-market pay, partially in the form of performance incentives. The result?...
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Unlocking Your Investment Capital

The management of financial risks is not just a matter of "protecting" the firm against adverse events.

“I believe that the benefits of using credit derivative swaps will dwarf the costs of mistakes.”
Many companies can double or even triple their capacity to invest in strategic assets and competencies by properly managing their "risk balance sheet," argues Harvard Business School professor Robert C. Merton. In a provocative article on the subject in the November 2005 issue of Harvard Business Review, Merton, a Nobel laureate, urges senior corporate executives and boards to view derivative applications not just as tactical measures but as strategic tools that convey competitive advantage. A first step is distinguishing between a company's value-adding risks and its passive risks—a process that can release more equity capacity. Finally, Merton argues, the job of managing the company's derivatives portfolio should not be delegated to in-house financial experts. The strategic importance of how a company manages risk requires executive understanding and attention from the top down...
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On Managing with Bobby Knight and "Coach K"

Is it better to be loved or feared?" Machiavelli asked. At Harvard Business School, Professor Scott Snook uses this classic quote to help students become more effective leaders. Using two of the most successful college basketball coaches in history—coaches with as divergent leadership practices as can be imagined—Snook asks students to confront their basic assumptions about human nature, motivation, and preferred styles of leading. Bobby Knight, also known as "The General," is the head coach at Texas Tech University. He's a fiery, in-your-face taskmaster who leads through discipline and intimidation, which some critics say goes too far. Knight was fired from a long career at Indiana University for grabbing a student, and prior to that he was filmed clutching one of his own players by the neck. And then there was the infamous incident during a game when Knight tossed a folding chair across the court to protest a referee's call. Mike Krzyzewski, also known as Coach K, leads the men's basketball program at Duke University. Instead of fear, Krzyzewski relies heavily on positive reinforcement, open and warm communication, and caring support. For Coach K, "It's about the heart, it's about family, it's about seeing the good in people and bringing the most out of them," says Snook. Different styles, yes, but the results are similar: After long careers, both have similar win-loss records for their teams and are acknowledged as top coaches in the collegiate ranks. So what do Knight and Krzyzewski tell us about leadership?...
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The Compensation Game

“In setting executive pay, directors have not been guided solely by the interests of shareholders.”
Confronting greater media scrutiny and an ever-increasing number of shareholder resolutions focusing on executive pay, Corporate America continues to support current pay practices as a product of "the market." Not too long ago, former Treasury Secretary John Snow defended the dramatic rise of executive pay over time as a product of efficient markets and argued that the increase merely reflects the growing marginal productivity of chief executives. Unfortunately, this standard defense reflects a broad misconception of both the CEO market and the nature of public concerns about executive pay. The idea that CEO compensation is driven by the invisible hand of market forces is a myth from which chief executives have long benefited. Like many other defenders of this phenomenon, Snow compared this trend to the soaring increase during this period in the compensation of other "stars," such as top baseball, basketball, and football players. Reports about the high pay of star athletes are often greeted with awe and approval rather than outrage. The rise of executive pay, its defenders claim, is no more problematic than the fact that, say, Red Sox slugger Manny Ramirez is paid much more than earlier stars like Ted Williams. But the process affecting the compensation of star athletes is quite different from the one that determines CEO compensation. A team executive negotiating with an athlete can be expected to be guided by the club's interests, while the player's agent is looking out for the client's demands. When independent buyers and sellers hammer out a transaction this way, the market's invisible hand is commonly expected to produce efficient arrangements. But in setting executive pay, as we document in our research, directors have not been guided solely by the interests of shareholders. Instead, they have had various economic incentives, reinforced by social and psychological factors, to go along with arrangements favorable to top managers...
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Street star: Citigroup's CFO, Sallie Krawcheck

Citigroup's CFO, Sallie Krawcheck
Sallie Krawcheck tells FORTUNE's Geoffrey Colvin what it takes to be CFO of the world's largest bank. To be a chief financial officer in this era of global markets, rising interest rates, and superpowerful investors is tough for sure. To be CFO of the world's largest financial institution, which is heavily exposed to all those forces - that's tough by a factor of ten.The holder of that big job is Citigroup's Sallie Krawcheck, whose ascent is already legendary on Wall Street though she's just 41. Her career, while brief, has prepared her well for the challenges facing today's CFOs at a wide range of companies. Krawcheck started out on the other side of the Wall Street relationship, grilling CFOs as a research analyst evaluating the shares of financial institutions...
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100 Fastest-Growing Companies

And the winners are...
The supercharged performers on Fortune's annual list have the strongest three-year sales, profit and stock growth. This year, they include:
• Hansen Natural • Netflix
• Yahoo • Celgene
• Psychiatric Solutions • Children's Place
• Urban Outfitters • ConocoPhillips
• Genentech • Toll Brothers

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Numbers Crunch

CFO Turnover Up 50 Percent
Churn in the top finance slot is rapidly outpacing last year. The same study also shows that there were twice as many external CFO hires as internal promotions.
Five years after Enron, corporate financial reporting stands at a crossroads. One route leads deep into the lightly charted terrain of "principles-based" reporting, where thousands of rules and regulations would be replaced by a relative handful of guiding precepts. The norm in Europe, this would be terra incognita of the most profound sort for American companies. Proponents argue that the unceasing torrent of new standards and regulations is creating an unworkable system. Foes counter that if the existing rules failed to prevent corruption and provide transparency, a system based on vague pronouncements is doomed to fail. The alternative path entails a continuing series of changes to the status quo that would undoubtedly increase complexity even as they attempt to improve transparency and accountability. No issue underscores these concerns more dramatically than fair-value accounting, in which assets and liabilities are marked to market rather than recorded at historical cost. The degree to which fair-value accounting is embraced (or not) will have a major impact on the very nature of corporate finance.

In short, Sarbanes-Oxley was just a warm-up for what lies ahead. In this special report, we examine the issues raised by principles-based accounting and disclosure, fair-value measurement, and improved financial transparency. We also include a poll of CFOs who have much to say about these issues. And, perhaps, much to learn...

For more on The Future of Reporting, click on any of the stories below:
Standing on Principles
In a world with more regulation than ever, can the accounting rulebook be thrown away?
Progress Report
A CFO survey finds finance executives surprisingly amenable to further reform of the financial reporting system.
Will Fair Value Fly?
Fair-value accounting could change the very basis of corporate finance.
The Case for Clarity
You know about the cost of Sarbox. What about the benefits?
Days in Court
Would principles-based accounting result in fewer lawsuits, or make them blossom?
Will You Still Matter?
Financial reports, says FASB, are not about measuring management.

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Who's Controlling the Controller?

While debate goes on over internal control requirements for public companies of all sizes, private companies face control risks that range from overly-complex spreadsheets to the controller who decides to shun the IRS. One of the greatest sources of controversy in the business world in recent months has been whether small public companies are capable of maintaining the level of internal controls prescribed by section 404 of the Sarbanes-Oxley Act. But even as that debate rages on, say experts, private companies — which are not subject to Sarbanes-Oxley — face serious threats as a result of poor internal controls. And the smaller their staffs, and the fewer their resources, the greater the risks. For instance, during one audit of a small company, Ken Goldmann, a partner in J.H. Cohn's SEC practice, realized that a controller had decided — independently — that the company would not pay its payroll taxes. "The company was short some cash and he felt it was more important to pay accounts payable when they were due than to pay the IRS," recalls Goldmann. Such a situation poses not only the threat of a regulatory backlash, but also personal liability for the firm's owner...
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Study: Talent Will Cost More

Hiring qualified employees could hit companies in the wallet in the coming year. Good workers are getting harder to find for companies unwilling to pay. A survey released this week hints that CFOs could hear more pleading from hiring mangers to raise compensation packages to acquire highly skilled workers. Fifty-five percent of hiring managers find it difficult to recruit skilled employees, according to staffing firm Robert Half International and job site CareerBuilder.com. Only 42 percent felt that way last year...
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Can We Fix It? The IRS Says Yes

Are maintenance costs a repair that should be expensed, or a property investment that should be capitalized? The IRS proposes a way to solve this recurring debate. The Internal Revenue Service has proposed regulations that could simplify taxpayers' decisions regarding whether to deduct maintenance costs against current taxes or capitalize and depreciate them over time. The regulations would affect any company with property to repair and maintain, and thus would have a wide impact on American industry. "This is a breakthrough in tax policy," comments Carol Conjura, a partner in the Washington national tax office of KPMG. Currently there is a vague distinction in the law that requires capitalizing anything that improves a property's value or life, but allows deductions for repair costs, notes Conjura. The ambiguity of the law, coupled with limited guidance, has sparked arguments between companies and the IRS over such minutiae as whether a new roof extends a building's life and whether it is a deductible repair...
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SEC Inquiries and Shareholder Lawsuits: How To Be Above Scrutiny

Four financial restatements, one SEC formal investigation and a $2.47 billion settlement with shareholders -- the numbers look bleak for Nortel Networks. The communication technology company's financial-reporting woes are an extreme instance of an increasingly common equation: Financial restatement and/or SEC investigation equals shareholder lawsuit. * Plenty of other companies may be heading in Nortel Networks' direction. A steady procession of financial restatements over the past few months, many of them related to possible back-dated stock option grants, has dozens of publicly held companies nervously asking one question: Will we see a shareholder lawsuit? * With SEC inquiries trending upwards and the average size of shareholder lawsuit settlements soaring, it pays for public companies to act like Boy Scouts. Corporations that take the "be prepared" motto to heart, legal experts say, are better able to prevent informal SEC inquiries escalating into formal enforcement actions and the shareholder lawsuits that inexorably follow. In 2005, companies listed on U.S. securities exchanges filed nearly 1,300 financial restatements, nearly twice as many as they filed in 2004, according to Glass Lewis & Co., a San Francisco-based research firm that serves institutional investors. The 2005 figure translates to one restatement for every 12 public companies. Financial restatements arouse the SEC's interest and "almost invariably trigger class-action lawsuits," says David Siegel, managing partner with law firm Irell & Manella LLP in Los Angeles. "It really doesn't matter why or how the restatement occurred -- or, sometimes, even the financial impact of the restatement." In 2005, 168 private securities litigation cases were filed in the United States -- a seven-year low, according to a study by PricewaterhouseCoopers. However, the average settlement amount increased by a staggering 156 percent over 2004, jumping from $27.8 million to $71.1 million -- and that's excluding the Enron and WorldCom settlements. While the number of cases filed in 2005 approximates the 10-year average (188 per year), Daniel Dooley, a New York City-based PwC partner who worked on the firm's securities litigation research, believes the current, reduced level of activity "may be the lull before the next storm." Others agree. "I think the decline is short-lived," says Siegel, who expects to see a surge in lawsuits related to the stock options dating issues currently dominating the business pages. C. Thomas Kruse, a litigation partner with Baker Hostetler in Houston, expects to see more class-action lawsuits filed in state courts. "Every state has a class-action statute," he notes. "I predict you're going to see a lot more state-court class actions as a substitute for the federal-court class actions. And you're going to see more arbitration." Shareholder lawsuits are becoming decidedly nastier. "We're seeing something that we've rarely seen before, which is a sort of emotional demand by some activist investors," reports Carolyn Kay Brancato, director of The Conference Board Governance Center and Directors' Institute with The Conference Board in New York City. Some shareholders are so incensed by the behavior of their directors and officers that they are seeking out-of-pocket settlements that exceed the company's D&O insurance coverage...
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If You Offer E-Billing, Will They Come?

Old habits die hard. Just as many finance functions cling to spreadsheet reporting, countless customers prefer to pay their bills the time-honored way -- by mailing a paper check. According to results of a survey of predominately utility and telecom businesses by Kite, Ga.-based The Ascent Group Inc., 55 percent of consumer customers and 59 percent of business customers choose to pay this way; only 5 percent of respondents receive bills through e-mail or the Web, and 7 percent pay through the Internet. But Brian Valente, senior vice president of marketing for Avolent, a San Francisco-based interactive e-billing software provider, says results of his company's research have tipped in the opposite direction. "Across all the surveys that we have done, at minimum 53 percent, typically greater, of end customers say they prefer some means of electronic billing," he reports. Vince Callaghan, Chicago-based partner with consulting firm B2B CFO/CIO LLP, offers an explanation for these divergent results. He notes that usage of "electronic invoice presentation and payment [EIPP] depends on the industry...
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Waistlines keep expanding in 31 states

The gravy train — make that the sausage, biscuits and gravy train — just kept on rolling in most of America last year, with 31 states showing an increase in obesity. Mississippi continued to lead the way. An estimated 29.5 percent of adults there are considered obese. That’s an increase of 1.1 percentage points when compared with last year’s report, which is compiled by Trust for America’s Health, an advocacy group that promotes increased funding for public health programs. Meanwhile, Colorado remains the leanest state. About 16.9 percent of its adults are considered obese. That mark was also up slightly from last year’s report, but not enough to be considered statistically significant...
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