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The Sarbanes-Oxley Act s Section 407 first introduced the concept of requiring certain skills on a board, in this case, an audit committee financial expert, in response to the many financial reporting frauds that surfaced during 2001 and 2002 In practice, however, the best
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boards have functional and technical diversity Underappreciated by many is the importance of a balanced board to a company s oversight capability Accounting is the language of business, and the financial statements represent the stories told by each company As such, it is imperative that there are financial experts on every board of directors But financial literacy is not the only competency that a board requires Highly specialized and complex fields such as drug development, military procurement, nanotechnology, and so on, will need experts who possess the specific knowledge necessary to provide effective oversight of these businesses A competent board exhibits both functional and technical expertise relevant to the company that they supervise A director must recognize where they fit in the board competency matrix and where they are expected to add value to board deliberations If the board is missing a critical function or technical expertise, then the nominating committee should set out to correct it In the interim, the board should have access to experts who can bring the needed knowledge to the board
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We have already discussed the importance of a board obtaining the services of independent experts when confronted with the possibility that the management team may have a conflict of interest We have examined the use of advisors for developing compensation plans, recruiting directors, and auditing the company s books, records, and controls Nevertheless, there are many more scenarios in which specialists might be needed The evaluation of a targeted external tender or management buyout offer for the company is one obvious example Others might include buying, leasing, or selling real estate to or from executives, hiring relatives, and investing in companies owned by an executive or a relative For example, a publicly held real estate investment trust (REIT) that owns commercial properties in the Southwest entered into crossownership investments and loans between the company and insiders, a structure it claimed was tax-driven The company also used shareholders capital to buy a house from its Chief Investment Officer for $27 million Later, the company took a charge of $900,000 on the loss from that deal In general, the Sarbanes-Oxley Act s Section 402
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now prevents companies from making loans to its executives on terms not available to the public However, existing loans made by the REIT to its management were grandfathered under the legislation But not to leave well enough alone, the board lengthened the term for over $30 million of existing loans for its executives12 You can be sure that this company s management hired the best advisors to counsel them, and for this reason this company s board needs to do the same to protect its shareholder interests Nevertheless, it is unclear how a savvy board of this REIT, with oversight responsibility, could have believed the practices there would be good for shareholders Perhaps they received good independent advice before investing in the house, extending the terms of executive loans, and investing in business relationships that appear to conflict management One would also trust that each conflict was evaluated and is being monitored One would also expect that if any terms disadvantage the company, the difference would be considered compensation and included in management s overall performance evaluation and compensation calculations Shareholders have the right to be skeptical and this REIT s board needs to take steps to provide some transparency regarding their dealings with management
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