3 Steps to Hiring and Retaining the Right Executive

Senior Financial ExecutiveBy:  Tracy Levine, Chairman and CEO, Advantage Talent Inc.

The top reason given by Executives actively searching for a new opportunity is their current company misrepresented the job on the front end.

1.)  Before you can hire the employee you need, you must define clear responsibilities for the position you are hiring the candidate to fill.

Executives tend to be movers and shakers: the get it done employee.  Never discussing more than the general job description with no defined resources and timelines leads to Executive disengagement.  Many hiring managers switch into the salesman mode once they find a candidate that they are interested in hiring.  It is tempting to pass over the specifics of the heavy lifting involved in the job and focus on general goals.  If you have target deadlines, then share with the candidate those deadlines and the resources they will have to accomplish the stated goal.  Or if you are needing someone to lead and keep the status quo, tell the candidate.  But also, be clear on what aspects they will be judged on in their review.

2.)  Don’t hire on gut instinct alone.

Bringing your personal biases to the table can keep you from hiring the best Executive for the job.  Hiring the right Executive is a complex decision.  According to Harvard Business Review, “The more complex the situation, the more misleading intuition becomes.” (1)  Do not jump to quick decisions in the first few minutes of an interview.  Both the candidate and interviewer can have off days.  Take time to dig deep into specific job performance goals and finding out what is in the candidate’s tool kit to achieve these goals.

3.)  Lose your biases when defining what is needed to for the job.

Time and time again, we see hiring managers miss getting the top Executive for their position because of hiring manager biases.   An example of this bias are hiring managers that state MBA required.  Good hiring begins with accessing current and future capabilities, current expertise and past job success as the first sorter.  Education should be considered as a backend requirement as part of a holistic review of the candidate.

Many companies are moving away from using degree requirements as the most important qualification.  “Academic qualifications will still be taken into account and indeed remain an important consideration when assessing candidates as a whole, but will no longer act as a barrier to getting a foot in the door,” …. Maggie Stilwell, Ernst and Young’s managing partner for talent” (2)

Job Seekers Want to Know: Why Hiring Manager’s Don’t Call, Don’t Write or Communicate

By:  Tracy Levine, Principal, Advantage Talent Inc., Managing Principal, Renaissance Executive

Every other week, The Advantage Talent Inc. Renaissance Executive Transition Forum, composed of top Executives who are highly educated and highly accomplished, meet for networking and peer mentorship.  They share their successes and their obstacles.  An obstacle that gets brought up every meeting is the lack of follow-up by Executive Recruiters and Hiring Managers once a candidate has applied to a job.  With the advent of online job applications the process has become very impersonal.

The following are some reasons why Recruiters and Hiring Managers may not be responding to a Candidate.

Volume of Resumes:  The U6 unemployment numbers have been hovering between 15-17% since 2009.  According the Bureau of Labor Statistic the U6 unemployment number was 16.2% in June.  This equates to approximately 23.5 million people looking for jobs. http://www.bls.gov/news.release/empsit.t12.htm)  Recruiters and Hiring Managing are seeing an unprecedented number of applicants.  It has become too overwhelming to send confirmation emails or personal feedback.  Compounding this problem are candidates hiring companies to mass mail their resumes to recruiters and hiring managers.

Hiring Managers OverwhelmedLet’s talk on the phone, get Coffee or get Lunch to Discuss Opportunities:  Gone are the days of courtesy interviews.  Most recruiters and hiring managers do not have time to talk on the phone, get coffee or get lunch to discuss possible future opportunities with individual candidates.  The sheer volume of requests for these types of interactions makes the odds of a Recruiter or Hiring Manager calling a job seeker back slim to none. The best way to up your odds of a callback is to offer to help the hiring manager.  For example, if you know of a perfect candidate for a posted job, contact the hiring manager with the information.  During this phone call, you can talk about the type of opportunities you are interested in learning about.

Not Following Directions on How to Apply for the Job:  The most common mistake is applying for a job without attaching a resume.  The second mistake is not attaching a cover letter when one is requested.  For example, on Emory University’s Alumni Career Board, there is a box where the employer can check if they want a cover letter or not.  Not including a cover letter when the employer requests one may take the Candidate out of consideration.  On the other hand, a no cover letter request means do not send one.  Ignoring the hiring manager’s preferences is disrespectful and will probably result in no communication from the hiring manager.

Writing an e-mail or sending a Linkedin message about a job posting is not the same action as applying for a job.  The “apply here” button is at the end of posted jobs for a reason.  In the same category is a candidate calling because they have seen a posting and they want to talk about the job.  Without a resume, the hiring manager has no reason to believe the Candidate is going to be better than the Candidates who have already applied.   Once again, look at the U6 number.  With so many people looking for jobs, hiring managers are probably not going to take the time to chit-chat with a candidate about a job they might be qualified to fill or might apply to in the future.  Candidates who follow directions and do not try to circumvent the process get considered first.  Not applying for a job almost guarantees a Candidate will not hear from the hiring manager.

The Answer can be found in the Job Description:  The absolute disconnect between some Candidates’ resumes and the job description can leave the hiring manager shaking their head.   If a candidate has applied to a job and not received feedback, they might want to reread the job description.  Please consider how the recipient would view your value to the organization.

If the Hiring Manager or Recruiting Firm do not see value in speaking with you, you might want to consider changing your approach.

Job Seekers Want To Know: Why a CPA may trump an MBA

By: Tracy Levine, Principal, Advantage Talent Inc.

Every other week The Renaissance Executive Transition Forum, composed of top Executives who are highly educated and highly accomplished, meet for networking and peer mentorship.  In recent months the topic of how some Senior Financial Job Descriptions have changed has brought about much debate.  Job Descriptions for many Finance positions are now including the following:  “CPA required or preferred.”  Other job openings even include experience with a “Big 4”  or Large Regional Public Accounting firm required.

As one recent ex-public company executive shared with the group, it doesn’t make sense that a job I have done for over 20 years, may be out of reach.  The most outraged and stunned are the Senior Executives that have earned an MBA.

These Executives argue their case vigorously.

“I’ve done this job for years which should make a CPA irrelevant.”

“I have an MBA with solid work experience which should be at least equal to a CPA with experience.”

“Requiring a CPA is a way to promote age discrimination.”

“If I could just get around the ‘dumb’ HR Managers and/or Recruiters to a real ‘educated’ person, the lack of the CPA would be a nonissue.”

Several people who do not have a CPA have in the past held and done exceptional jobs as internal accountants, assistant controllers, controllers and chief financial officers.  These same candidates could continue to do fabulous jobs but the world economic paradigm has shifted.  The U.S. has just experienced the worst economic downturn since the Great Depression.  American’s want the gatekeepers to have accountability.  Regulatory Authorities, such as, the Securities and Exchange Commission, the FDIC and the IRS are busier than ever.  Accountability and measurable expertise has become a key concept in today’s economy.

Meet the new Rock Stars: Certified Public Accounts (CPA)

Certified Public Accountants (CPA) muscling in on MBAs

Meet the new Rock Stars: CPAEarning an MBA is a very significant accomplishment.  However, in today’s economic reality an MBA is not always viewed as an equivalent to a CPA.  A CPA in several instances is getting paid more than an MBA.  If a person has a JD and a CPA or an MBA and a CPA, they have the “Willie Wonka Golden Ticket”.  Getting an undergraduate accounting degree coupled with a CPA License takes as much time and work as earning an MBA.  The current requirement is 5 years of undergraduate classes.  After graduation, the person has to pass a 4 part exam and complete a one year apprenticeship to obtain their CPA License.  And while both the MBA and the CPA continue to gain real world experience, only the CPA continues to take classes for Continuing Professional Education (CPE) credit to supplement their real world experience.  The CPA cannot keep their license active if they do not take CPE Classes.  A CPA License is not just a piece of paper, as many non-CPA Senior Financial Executives argue, anymore than an MBA is just a piece of paper.  Both are only earned through hard work.

Why does all of this matter? Changes in Corporate Governance

In a past blog, I wrote about how the switch to IFRS will affect corporate governance.   Under the final rules the Securities and Exchange Commission makes it clear that just because someone was already serving on an Audit Committee did not mean they could automatically be grandfathered in as the Audit Committee Financial Expert in IFRS Accounting.  It further states that the fact that a person has experience as a public accountant or auditor, a principal financial officer, controller or principal accounting officer or experience in a similar position would not, by itself, justify the board of directors in deeming the person to be an Audit Committee Financial expert. (http://www.sec.gov/rules/final/33-8177.htm)

Just like the Audit Committee Financial Expert, Senior Financial Executives may not get to be grandfathered in as the experts when all eyes are on GAAP, IFRS and corporate accounting.  Some Boards may take the position that it is of great relevance for a company to hire someone with a CPA and public accounting experience.  As the old adage goes, “Nobody was ever fired for buying IBM.”  Even though it has been assumed the rule only applies to the auditors, any accountant filing a report with the Securities and Exchange Commission (SEC) is required by law to be a Certified Public Accountant (CPA).  This may include senior level accountants working for or on behalf of public companies that are registered with the SEC.  Technically the assistant controller, the controller and the CFO are all involved in the accounting, the creating and filing of the financial reports that are submitted to the SEC.

Shareholders are now quicker to sue Board Members for any financial missteps.  Regulators are becoming more aggressive.  The Board is not and will not be able to continue business as usual.  A litigious environment coupled with aggressive regulator investigations does have an effect on the way the Board views the Finance and Accounting Executives being hired by the Corporation.  Therefore, Senior Financial Executives should not find it shocking that the Board may prefer to hire candidates with a CPA and “Big 4” or large public accounting experience.

The Senior Financial Executive’s are correct that their job encompasses more than accounting.  However, Corporate Boards and Chief Executive Officers are very aware that the shareholders, the regulators and the general public are not in a happy or forgiving mood.   Shareholders feel like they were blindsided by the massive banking and corporate failures over the past couple of years.  Both Shareholders and Regulators want Senior Financial Executives to provide financials that are accurate and provide transparency into the health of a corporation.  Certified Public Accounts are viewed as the experts in providing what the shareholders and regulators are currently demanding.

Do Not Send Your Resume in PDF Format!

By: Tracy Levine, Principal, Advantage Talent

Many Candidates have started sending their resume in PDF format.  This can be risky.  PDF resumes are not read well by some database systems.

Instead of the PDF format, the candidate can create an unchangeable Word document.  In Microsoft Word 2007 and 2010, click on the Microsoft icon which is shown below.

A drop down menu will appear.  Look for the Prepare Icon.

A prepare for distribution list will appear.  One of the options is ‘Mark as Final’.

When the candidate marks the resume as Final, the document becomes read-only and cannot be changed.

10 Job Search Mistakes

By: Tracy Levine, President, Advantage Talent Inc.

If you do any of the following you might not get considered for the job.

  1. Sending an e-mail to the hiring manager with a summary of why you qualify for a job without attaching a resume.
  2. Sending a LinkedIn message to the hiring manager asking them to check out your LinkedIn Profile to see if your qualifications would be a fit for the job and if they are you will send a resume.  Not sending your resume when initially contacting the hiring manager is sending the signal that you are not really interested in the job.
  3. Being rude to the Hiring Manager or anyone working with the hiring manager, including their personal assistant or phone operator will prevent you from getting any current or future jobs.  This includes rude e-mails or rude calls.  It is important to keep in mind that a company may not consider you the optimal candidate for the current opening but may like you enough to call you for future opportunities.  Don’t burn bridges.
  4. Including unprofessional e-mail addresses on your resume.  The e-mail address was probably funny to you when you picked it, but “Fratboy” or “SexyChic” will probably not seem funny to the hiring manager.  There are plenty of free e-mail services to set up a professional e-mail address.
  5. Lying on your resume.  What might not have been an issue if revealed from the start, can become an issue if discovered after the fact.
  6. Telling the hiring manager where to go to find your resume instead of providing the information.  “You can find my full resume and cover letter on XYZ Board.”  Posting your resume on a job board is great if the person pays to get resumes off of that particular job board.  If the hiring manager is not buying resumes, they are not going to make an exception and buy yours to see if you are qualified for the job.
  7. Not paying attention to detail when including a cover letter.  Attaching a letter talking about another company and another position is not a good first impression.
  8. Applying for jobs based on job title and not on skill set.
  9. Not including an e-mail address or a phone number on your resume.  Only putting your name and address on a resume means you do not really want to be contacted about the job.  If you have applied for a job through a job board, the hiring manager that eventually gets your resume is not receiving a direct e-mail from you.  It is not safe to assume somehow, the hiring manager is going to go back and try to find your e-mail address.
  10. Playing games!  For example, saying you have a job offer in hand from another company when you do not can be a dangerous game.  Playing this bluff to try to get the hiring manager to speed up the process or make it seem like you are in demand is not without risk.  The hiring manager may call your bluff.  I have seen candidates dropped from the hiring process because the hiring manager feels like the candidate is on a different timeline–One the company cannot meet.

Trends In Accounting Employment

By: Tracy Levine, President – Advantage Talent Inc. and Michael Levine, Principal – Advantage Talent Inc.

What have employment trends been like for the accounting industry in both Georgia and nationwide in past years?  Looking back to the period from 2003 through early 2008, the trend was very positive for accountants in both ‘Industry’ and ‘Public Accounting’.  In mid-2008, many companies in ‘Industry’ reduced their hiring appetite, but ‘Public Accounting’ firms were still scrambling to find accountants at all levels to ramp up for the upcoming Busy Season.  By February 2009 (only 7 months later), many of these same ‘Public Accounting’ firms were forced to lay people off due to lack of demand for their services. 

Over the past several years was there a shortage of experienced Accountants?  From 2004 to early 2008 there were some minor shortages in ‘Industry’ but ‘Public Accounting’ experienced a shortage of experienced candidates for their positions.

What’s the overall landscape of Accounting Employment?  Today, the employment environment for both ‘Industry’ and ‘Public Accounting’ is mixed.  Some companies and some firms are expanding and others are contracting.

How has the recession impacted employment in the Accounting industry?  Unemployment within ‘Public Accounting’ and ‘Industry’ has increased significantly during the last 2 years.  Many of the ‘Public Accounting’ firms have cut staff, and large numbers of accounting professionals from ‘Industry’ are between jobs and looking for work.  The first half of 2010 saw some modest improvement in the government and healthcare sectors, but employment in many sectors continued to decline throughout most of 2010.

How has it impacted education in the Accounting field? Are there fewer students?   The number of students majoring in accounting has been steadily growing.  In fact, according to the last AICPA survey, 2008 saw the largest number of graduates in history.  This trend is expected to continue.  The major problem is replacing the Accounting Ph.D. Professors.  They are retiring in large numbers.  The current economy may help this problem.  Many of the new graduates who did not get hired continued their education.   The AICPA has a fund to help students who wish to continue their education and earn an Accounting Ph.D.

Are fewer people being certified as CPAs? Or is it just more difficult for those new to the profession to get jobs because of layoffs, consolidations, etc.?     Just like their peers, accounting graduates were affected by the bad economy.  According to a survey from the National Association of Colleges and Employers, only 19.7 percent of all 2009 graduates who applied for a job actually had one. 

The AICPA reported a significant drop in students sitting for the C.P.A. Exam when the exam was computerized that made it look like the number of students sitting for the exam had dropped 50%. The truth of the matter is there has been a small decrease. When the exam was given in paper form, if a student took the exam in May and November, they were many times counted twice. 

What’s in store for Accountants in the coming years?  We believe the demand for CPAs will be strong whether the economy improves or not.  New governmental healthcare/insurance regulations and Financial Reform regulations will require companies to put significant resources toward compliance.  International Financial Reporting Standards (IFRS) are scheduled to be implemented over the next few years. Some companies that have been putting off Merger and Acquisition activity or other transactions will get ‘back in the game’ at some point.  All of these activities represent good news for the accounting community because all of these issues create additional demand for CPAs.

Will employment numbers for Accountants (both in Georgia and nationally) increase again? If so, why?  According to the U.S. Department of Labor’s Bureau of Labor Statistics’ Occupational Outlook Handbook, employment for a number of accounting and finance specialties will rise as fast or faster than the average for all occupations in the coming years.  In fact, accounting was listed as one of the top 20 industries that would experience the most growth through 2018.  The MetLife Foundation and Civic Ventures, a think tank that focuses on baby boomers, predicts that a worker shortage could develop within 10 years as this group retires.  This will be particularly true for the Public Accounting Firms.  Many of the current Partners are part of the baby boomer generation.  Public Accounts at all levels will have more opportunities for positive career advancement as the top positions become available.  We have seen a huge pickup in hiring by Public Accounting Firms across the nation.  This trend should continue well into first quarter 2011.

Check out our National Public and Industry Accounting Jobs at http://www.advantagetalentinc.com/Job_Openings.html

2011 is the Year of Corporate Board Accountability-Executive Compensation

By: Tracy Levine, Managing Director – Renaissance Executive, President – Advantage Talent Inc.

2011 is the year of Corporate Board Accountability to the shareholders, the SEC and the Courts. This is not the theoretical accountability of the past but hard facts transparent accountability. The Dodd-Frank Wall Street Reform and Consumer Protection Act will come into play in 2011. Most people have heard the saying, “What gets counted, gets done.” In this case, Congress and the SEC are taking this philosophy a little further, “If you don’t record your actions with transparency for the shareholders, then you are done.” Not only is the SEC calling for accountability but Shareholders are suing in greater numbers.

“This law (Dodd-Frank) creates a new, more effective regulatory structure, fills a host of regulatory gaps, brings greater public transparency and market accountability to the financial system and gives investors important protections and greater input into corporate governance.”
SEC Chairman Mary L. Schapiro (http://sec.gov/spotlight/dodd-frank.shtml)

Executive Compensation pay approved by the Board will come under increased scrutiny. Gone is the era where Board Members can rubber stamp compensation packages that are not based on increasing the bottom line or facilitating long-term growth. For example, CEO compensation packages that pay on “return on invested assets” in high sales, low margin companies with almost no invested assets will now come under scrutiny by the shareholders. Board members need to truly understand the Key Performance Indicators (KPI) that are relevant and be able to clearly and concisely explain to the shareholders why certain KPI are appropriate benchmarks.

Section 951 of the Dodd-Frank Act (proposed rule) calls for:

  • Shareholder Approval of Executive Compensation and Golden Parachute Agreements: Shareholders will have the opportunity to give advisory opinions through voting on Executive Compensation. The Board gets to decide whether the shareholder vote is binding or not.
  • Shareholder Approval of the Frequency of Shareholder Votes on Executive Compensation: Starting January 21, 2011, a corporation must allow shareholders an Advisory Vote on Executive Compensation at least once every 3 years. Corporations are required to hold a nonbinding shareholder frequency vote every 6 years to vote on how often the shareholders would like to cast a say-on-pay vote, namely: every year, every other year, or once every three years.
  • Enhanced Disclosure on Executive Compensation: Companies would be required to disclose in the Compensation Discussion and Analysis, whether, and if so, how the companies have considered the results of previous say-on-pay votes.
  • Institutional Investment Manager Reporting of Votes: Investment managers would be required to identify securities voted, describe the executive compensation matters voted on, disclose the number of shares over which the manager held voting power and the number of shares voted, and indicate how the manager voted.

Section 953 of the Dodd-Frank Act (proposed rule) calls for:

  • Disclosing Executive Compensation Relative to the other company Employees: A company must disclose the ratio between the CEO’s total compensation and the median total compensation for all other company employees.

Section 954 of the Dodd-Frank Act (proposed rule) calls for:

  • Boards must address Compensation Claw-back Policies: Prohibits the listing of securities of issuers that have not developed and implemented compensation claw-back policies.

While some of the votes are nonbinding, ignoring the shareholders in the current environment is risky for Board Members. With many Baby Boomers finding themselves in a position of unemployment, underemployment or delayed retirement, they are not in a forgiving mood.

UPDATE:  The new rules take effect April 2011.  See the final rule. (http://sec.gov/rules/final/2011/33-9178.pdf)

SEC Approves Shareholder Proxy Access: Have you reviewed your by-laws?

By: Tracy Levine, President, Advantage Talent, Inc.

On August 25, 2010, the Securities and Exchange Commission voted 3-to-2 to adopt a controversial proxy access rule to facilitate shareholders’ ability to nominate a limited number of candidates for election as directors.

SEC Chairman Mary Schapiro stated, “As a matter of fairness and accountability, long-term significant shareholders should have a means of nominating candidates to the boards of the companies that they own………….Nominating a director candidate is not the same as electing a candidate to the board. I have great faith in the collective wisdom of shareholders to determine which competing candidates will best fulfill the responsibilities of serving as a director. The critical point is that shareholders have the ability to make this choice.”

The new SEC rules do not change any state or foreign corporate law rules governing the nomination and election of directors, they do provide for the inclusion of nominees properly nominated in accordance with state law in the company’s proxy statement. The shareholders claimed victory and the U.S. Chamber of Commerce declared it was against Federal Law and immediately filed suit. The U.S. Chamber of Commerce has been successful in using Federal Courts to strike down SEC efforts to allow shareholder proxy access. These successes came at a different time in history and were before the recent Dodd-Frank overhaul. The SEC has prepared a 450 page response to the lawsuit while the U.S. Chamber of Commerce has asked the courts to temporary delay the rule going into effect. Only time will tell who will win.

The response has been quick and harsh against the U.S. Chamber of Commerce this time around. The Council of Institutional Investors, a group representing approximately $3 Trillion in investments, was quick to put out their own statement, “The Council of Institutional Investors regards the business community’s legal challenge to the Securities and Exchange Commission’s (SEC) “proxy access” rules as an assault on a fundamental shareowner right.” (http://www.cii.org/UserFiles/file/09-29-10%20proxy%20access%20legal%20challenge.pdf) Considering the mood of the country, the fight might not be as clear cut and easy for the U.S. Chamber of Commerce this time around. Shareholders are looking at the decline of their personal wealth while Corporate Executives and Wall Street continue to pay out huge bonuses. Corporations are going to have to be prepared for an uphill battle or a possible loss in the Federal Courts. Good Corporate Governance may require Boards to review their Corporate By-Laws related to Director Elections before the 2011 Proxy season. As stated before, the SEC ruling does not supersede state or foreign laws. A Corporation’s By-Laws will set the backdrop of how the new ruling will affect their Corporate Board.

UPDATE:  SEC puts on hold Shareholder Proxy Access until courts make a decision.


Will IFRS Make CPAs a Requirement for SOX Compliant Boards?

By: Tracy Levine, President, Advantage Talent, Inc.

Most articles about IFRS have been technical in nature. The focus has been on what items will be accounted for differently under IFRS versus GAAP. Little attention has been given to how the switch to IFRS will affect corporate governance. While the SEC supports the switch to IFRS, they have expressed concern that the switch will cause a short term SOX compliance issue as it relates to financial experts on the audit committee. Under SOX at least one member of the Audit Committee must be defined as an Audit Committee Expert. The SEC defines an Audit Committee Financial expert as a person who has the following attributes:

An understanding of generally accepted accounting principles and financial statements;………………..Under the final rules, a person must have acquired such attributes through any one or more of the following:

(1) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

(2) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(3) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(4) Other relevant experience.

Under the final rules the SEC makes it clear that just because someone was already serving on an Audit Committee did not mean they could automatically be grandfathered in as the Audit Committee Financial Expert. It further states that the fact that a person has experience as a public accountant or auditor, a principal financial officer, controller or principal accounting officer or experience in a similar position would not, by itself, justify the board of directors in deeming the person to be an Audit Committee Financial expert.


The rules of the game are changing. An understanding of GAAP is no longer going to be the starting benchmark. IFRS knowledge is going to be the starting benchmark. Audit Committee Financial Experts familiar with IFRS are going to be in short supply. Very few financial experts have the prerequisite experience to qualify as the expert under SOX. One of the groups actively preparing for and educating their members about the switch to IFRS is Certified Public Accountants (CPA). Starting in 2011, the CPA Exam will include testing on IFRS. A CPA is required to finish a predetermined amount of Continuing Professional Education (CPE) each year to keep their licenses current. For the last couple of years they have been able to take numerous CPE Classes on IFRS. Putting a CPA with IFRS training on the Audit Committee may be one of the steps companies may have to take to protect themselves from litigation.

Shareholders have become very litigious. Many feel the gatekeepers have failed miserably and left the shareholders with diminished assets. The Security Police and Fire Professionals of America are suing Goldman Sachs and Morgan Stanley over large bonuses and losses sustained by investors. The Atlanta Firefighters’ Pension Fund is suing their custodian, Chicago-based Northern Trust, over risky investments. These are just a few examples of shareholders lashing out.  Corporate Boards run the risk of finding themselves the next group of gatekeepers subject to shareholder litigation. If the company loses money or fraud is discovered, shareholders might put forth litigation challenging the competence of the Audit Committee Expert, the Audit Committee members and of corporate decisions approved by audit committees who are alleged to have lacked the necessary competence.

The Securities and Exchange Commission is soliciting comments on this issue and several others related to IFRS and Corporate Governance. If you are interested in commenting on this issue, the SEC requests the following:

DATES: Comments should be received on or before October 18, 2010.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

•Use the Commission’s Internet comment form


•Send an e-mail to rule-comments@sec.gov. Please include File Number 4-608 on the

subject line; or

•Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

•Send paper comments in triplicate to

Elizabeth M. Murphy, Secretary

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549–1090.

All submissions should refer to File No. 4-608. This file number should be included on the subject line if e-mail is used.

Click the following link to read about all of the Coporate Governance Issues being addressed by the SEC:   http://www.sec.gov/rules/other/2010/33-9134.pdf

SEC States CEO Succession Planning a Key Board Responsibility

By: Tracy Levine, President, Advantage Talent Inc.

In 2009, corporations saw executives exiting as their corporations’ economic health were failing and corporate sustainability questionable. These abrupt departures during a critical time in the corporations’ fight for survival magnified the adverse affect of minimal or no succession planning. Corporate Boards found themselves in the position of focusing on finding a leader rather than focusing on the immediate financial problems at hand. If any company should be the poster child of poor succession planning in 2009, it would be the Bank of America Corporation. CEO Kenneth Lewis resigned at a time when the company was in the process of paying back TARP money which ultimately resulted in a 2009 fourth quarter loss of $5.2 billion. It took the Board three months to find a successor. Time that would have been better spent focusing on improving corporate performance.

In the past the SEC has supported the exclusion of shareholder proposals calling for succession planning transparency. Corporate Boards have been able to Rely on Rule 14a-8(i)(7) to exclude this type of information in the proxy. Rule 14a-8(i)(7) allows corporations to exclude information relating to the day-to-day management of the workforce.

Shareholder proposals for strategic succession planning are now getting support from the SEC. The SEC has changed its stance of classifying succession planning as part of the day-to-day operations. Succession Planning is now considered a risk item that needs to be addressed.

SEC Staff Legal Bulletin No. 14E (CF)

“One of the board’s key functions is to provide for succession planning so that the company is not adversely affected due to a vacancy in leadership. Recent events have underscored the importance of this board function to the governance of the corporation. We now recognize that CEO succession planning raises a significant policy issue regarding the governance of the corporation that transcends the day to-day business matter of managing the workforce. […] Going forward, we will take the view that a company generally may not rely on Rule 14a-8(i)(7) to exclude a proposal that focuses on CEO succession planning.”  (http://www.sec.gov/interps/legal/cfslb14e.htm)

Laborers’ International Union of North America (LiUNA) a long time proponent of succession disclosure had tried unsuccessfully in the past to have their CEO succession disclosure proposals included in the proxy of numerous companies for shareholder vote. In 2010, corporations such as Whole Foods, Bank of America and Verizon were forced to include LiUNA’s proposals for shareholder vote. Approximately 30% of the Whole Foods shareholders, 40% of the Bank of America shareholders, and 33% of the Verizon shareholders voted for the proposal. Even though the proposals were defeated the first time around, Corporate Boards can expect shareholder support for the proposals to grow if the issue is not voluntarily addressed.