The Securities and Exchange Commission yesterday directed the nation's stock markets to review their corporate governance practices and report back to the agency with proposed reforms by mid-May.
"There are a number of issues afoot over how you have a board that is constituted to protect the public," SEC Chairman William H. Donaldson said in a conference call with reporters. "In light of every board in the country reviewing their structure, the exchanges should be reviewing theirs."
Donaldson noted that the New York Stock Exchange and the Nasdaq Stock Market had recently set out new guidelines for public companies that trade on those markets. "Basically, if you're going to set standards for other people, you've got to set a standard for yourself," he said.
The move comes just days after Citigroup Inc. Chairman Sanford I. Weill withdrew his nomination to the NYSE board after critics alleged that he did not have shareholders' best interests at heart. Citigroup's Salomon Smith Barney Inc. unit has agreed to pay a fine of about $300 million as part of a broader case accusing Wall Street banks of providing tainted research to investors.
Donaldson said the "flap" over Weill did not play a direct role in the agency's decision to seek a review of corporate governance at the exchanges. He said the SEC would not tell the self-regulated organizations how they should structure their corporate governance policies, but it would carefully review them to see if they were sufficient.
The SEC has asked for information about board structure and representation, as well as oversight of management policies and practices "to make sure they serve the public well," according to the letter Donaldson sent yesterday.
The NYSE announced earlier this week that it had formed a committee to examine its governance practices.
The 27-member NYSE board is filled with representatives from the securities industry as well as "public" representatives, who are responsible for presenting investors. Weill had been nominated last week to be a public representative, a move that drew sharp criticism from New York Attorney General Eliot L. Spitzer, who led the investigation of Wall Street banks.
"We applaud the new commissioner's effort," said Darren Dopp, a spokesman for Spitzer. "An aggressive SEC is the key to restoring confidence in the markets."
Ray Pellecchia, an NYSE spokesman, said the group's own review is under way. "Our board will continue with that process and work with the SEC on its findings," he said.
Bethany Sherman, head of corporate communications at Nasdaq, said leaders there are studying the letter and are "happy to work with the SEC on this."