THE AMERICAN BOARD IN CRISIS – ENRON 2002
Robert A.G. Monks, Nell Minow and D. Jeanne Patterson

Organization of Topics

A. Instructions
B. Start
1. Introduction
The Crooked E
An Introductory Note by Robert A.G. Monks
2. The Faces of Enron
A Corporate Fairy Tale
Which Ones Went to the Party?
What Went Wrong? (Martin Lipton, 2002)
Introducing “The Faces of Enron”
Enron Executives with Legal Troubles
Enron Events Calendar
An Effective Timetable
Senator Levin Introduces Hearings on The Role of the Board (includes video)
The (Fiduciary) Duties of the Board
Table 2.3 Red Flags (re-typed for clarity)
The PSI’s Red Flags and Beyond
Chart: Red Flags Known to the Enron Board
Three Waivers of Conflict of Interest
After Red Flags, What?
Corporate Scandal Quick Sheet
The Top Management of Enron
Table 2.5: Members 2002
A Brief Introduction (Washington Post)
The New Business Villains
Kenneth Lay Speaks About Boards
The Inside Man
Congressman Tauzin’s Opinion of Management
Enron: The Company
Having Fun at Enron
Making Money While Having Fun
Making Fun of Making Money
Corporate Ethics
What Kind of Business/Finance Was Enron Involved In? (Portnoy, et al)
The Culture of Enron
A Consultant’s View of Enron Morale
Comment by Another CEO (Amgen)
Was Enron Alone in a Crowd? (Coffee)
Turmoil and Bankruptcy: Stock Price 2001 (and bankruptcy)
Introduction: Running Out of Cash
Enron’s Meeting with the Bankers
Bankruptcy
The Powers Commission Report
Watkins, the Whistleblower
Accounting and Changes 2003
  Coffee: Social and Economic History of the 1990s
  Powers Report: Who Determines Accounting Rules?
  Turner: Mere Adherence to GAAP
  PSI: High Risk Accounting at Enron
  Mark to Market accounting (MTM)
Findings and recommendations
The perfect storm (for a fairy tale?)
The Committee’s conclusion (press release)
Senator Lieberman’s opening statement (as a conclusion) – includes video
3. The Dysfunctional Board
Introduction: Five Enron Directors Testify
Table 3.1: The Committees, Enron Board as of 2001
The Directors State Ttheir Opinions, Especially Who Shares the Blame (all videos)
Corporate Governance Implications
The Role of the Board?
ISS Corporate Governance Quotients (CGQ)
Recommendations for NYSE
A Short Comment from Professor J. Sonnenfeld
Sarbanes-Oxley Act 2002
The Directors Introduce Themselves
Summary of Directors and their Issues (including videos)
  Code of Conduct
  Controls
  Risk
  (more) Code of Conduct Waiver
  Hedging
  Mr. Duncan’s introduction (“a good board”)
  Mr. Blake
  Mr. Jaedicke (accounting and Anderson)
  Dr. LeMaistre (executive compensation)
Enron’s Board of Directors (photos)
More Issues, Senators, and Directors
  independence of Auditor (video)
  Watkins Letter
  Payment of Employees (video)
  Compensation of the Board (video)
  Controls (video)
Facts and Figures in the Enron Collapse
Compensation of Directors (and independence) New York Times
Director Independence
Exhibit #43 Financial Ties to Enron
Figure 3.1 Kenneth Lay Compensation History
Exhibit #2a Selected Observations, 1998 Financial Reporting
Figure #3.2 Condor Transaction
Figure #3.3 Key Elements of Transaction
Exhibit #36a Ken Lay’s Repayment of Cash Loans
Directors’ Salaries (New York Times article)
Senator Levin Concluding
  The Raptors and Hedging
  Insider Trading
  Conclusions
  Some Final Comments
4. Conclusion, The American Board in Crisis

D. eLibrary

E. Bibliography