AUTHOR: linda TITLE: Characters come out during the day, too DATE: 11:20:00 AM ----- BODY:

Every day, we hear about a new corporate scandal: yesterday, it was backdating stock options. Today, it's responsibility-rejecting settlements; Martha Stewart is still a topic of water-cooler conversation, and Enron has become a modern Shakespearian tragedy.

In the heart of Silicon Valley, at an SCU Leadership Briefing yesterday morning, an attorney, an accountant and a director sat behind mics in front of a few dozen business people sipping out of teacups and seated at white tablecloths, to talk about the minefields and mire running rampant through our corporations.

The session flyer called the topic "Corporate Governance," and promised to provide a panel of Silicon Valley veterans who have integrity and commitment, give advise on how to keep your organization out of the headlines and out of court. "Navigating the rules and regulations of corporate governance means you must do more than put into practice your company's code of ethics," the flyer warned.

Dean Barry Z. Posner, having just arrived back from a Deans conference in LA, opened the early morning session with a warm smile. "I just celebrated more than 2,000 days as Dean." Pause. Then, "In the US, the average tenure of a dean is 400 days; in California it's 200." And after a few nods and chuckles from the audience he continued: "About half the conference attendees laughed at that, and the other half didn't; go figure."

Thank goodness that with such a tenuous topic, at least we don't have to worry about our host being disingenuous! I felt immediately at ease.

The three male executives at the front of the room smiled nervously.

Dean Posner continued with his warm delivery of insightful questions to the panelists, and the gentlemen obliged. Point, counter-point. With careful precision, the lawyer and the acountant assured us rules aren't easy to understand but that governance of corporations is long overdue. All too easy, a company's board can become stagnant, flippant, paperwork can be all too quickly be signed without proper review.

But it was the self-described voice for executive directors, Michael Kourey, SVP Finance & Administration, CFO & Director, Polycom, Inc., who stole the show. A smooth and passionate "early retiree," he rattled off stories and statistics so fast you couldn't tell which was which under the artful delivery of a practiced debater.

"If you ask any man or woman on the street, they'll stay that executives are as crooked as politicians," said Kourey. "Which is pretty bad if you ask me." He talked about how CEOs have gone from pushy to paranoid, he declared that while no one wants to do the audit committee, somebody's gotta, and he performed a short reenactment of how he edits a quarterly report.

Are we better off now? In 1970, Directors spent about 30 hours a year on corporate governance. Which was comprised mostly of hours logged on exotic golf courses, at expensive steak houses, and that sort of thing. In 2001, the number increased to 120 hours. And now, it's
over 200 hours.

At the end, a show of hands from the audience was overwhelmingly in favor of corporate governance being better off today, versus three years ago.

Go figure.

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