Star Tribune 100 survey: Reforms have gone too far

  • Article by: JOHN J. OSLUND and PATRICK KENNEDY , Star Tribune
  • Updated: April 13, 2003 - 11:00 PM

Ask an executive of a public company about the tougher corporate governance rules and you'll get an earful.

Before battle scenes from Iraq came to dominate the evening newscasts, viewers had become accustomed to CEOs getting hauled off in handcuffs while politicians crowed about the reforms embodied in the Sarbanes-Oxley Act of 2002.

For the sins of Enron, WorldCom, Tyco, Andersen (and perhaps even Martha Stewart!), executives at all public companies -- including those in the Star Tribune 100 -- must do penance.

One thing is certain: They don't like it.

We asked executives of Minnesota's largest public companies several questions about corporate reforms as part of the 12th annual Star Tribune 100 special report, our ranking of Minnesota's largest publicly held companies, published Sunday.

A large majority of responding companies say the reforms have gone too far and added significant costs while not increasing shareholder confidence.

With so many new sets of eyes looking over their corporate shoulders, company objections range from matters that are practical (one respondent said it now just costs too much to be a public company) to matters of principle:

"Treating all corporate executives as criminals-in-waiting obviously does not increase shareholder confidence," said Ralph Strangis, a Minneapolis-based corporate attorney who, over the years, has been sought for directorships on the boards of numerous large public companies, including United Airlines, TCF Financial and Life USA Holdings Inc.

Among the responding companies:

• 57 percent thought the reforms had "gone too far."

• 61 percent thought the reforms have "made no difference in shareholder confidence."

• 73 percent said added legal and accounting requirements have made compliance "significantly more costly."

The results of the survey, which was conducted by mail in February and March, are based on responses from 84 companies among the more than 160 publicly held Minnesota companies we questioned, a 53 percent response rate. The views appear to represent all the different industry types in the state but might under-represent the views of executives in the larger companies.

Here's a sampling of how Minnesota-based public companies feel about the scope of corporate reforms.

• FSI International Inc.: Reform measures "have gone too far for 95 percent of companies."

• Patterson Dental Co.: "Laws can never ensure that there is honesty and integrity; these are human values."

• Retek Inc.: "The law of unintentional consequences will come into play. Much more difficult to recruit board members."

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