In what may be the newest wrinkle in troubles for money-losing financial firms, boards may be singled out for poor oversight. Union pension adviser CtW Investment Group is going after Citigroup (NYSE: C), declaring "Accountability for risk management begins with the Audit Committee, and they will be the first to face an opposition shareholder vote," according to Reuters. The group may fight the re-election of some directors at the bank's next annual meeting.

The point may be well taken. A look that the charter for the audit committee at Citi shows that it does say the group is responsible for overseeing risk management activity by the bank's management. The question becomes to what extent does that entail digging into the bank's balance sheet and specific investment decisions. The audit committee almost certainly could have done more to question the company's move into subprime instruments but may have felt that such a move would be too intrusive.

The next question will be if any members of the board are liable for their actions. The group may defend itself by interpreting the issue of looking at risk decisions in very broad terms. But Citi's subprime mess did turn out to be a very broad problem.

Douglas A. McIntyre is an editor at 247wallst.com.

Pension adviser goes after Citigroup (C) board originally appeared on BloggingStocks on Wed, 16 Jan 2008 08:20:00 EST. Please see our terms for use of feeds.

A number of high-profile CEOs must not have provided enough information on their compensation packages. The SEC is sending them letters asking for a little more detail. The agency has already sent out about 300 letters.

According to The Wall Street Journal, the heads of very large companies, including GE (NYSE: GE) and Coca-Cola (NYSE: KO) are being asked to provide more information about how they are paid [subscription required].

Among the things that interest the SEC is how pay consultants make calculations for corporate boards. The Journal quotes the SEC's director of corporation finance, John White, saying, "We're seeing a lot of really vague disclosure" about individual performance goals and targets.

The issue can't really be that hard to resolve, especially at very big companies. They know full well how their CEO's pay is set, who is involved, who is consulted from outside the company, and what the final comp numbers are. It is not rocket science.

It is, however, another area of friction between the SEC and big companies.

Douglas A. McIntyre is a partner at 24/7 Wall St.

SEC digs for details on CEO compensation originally appeared on BloggingStocks on Fri, 31 Aug 2007 08:05:00 EST. Please see our terms for use of feeds.