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What is wrong with corporate America?

Suddenly the title "chief executive" has lost a lot of its cachet.

"I'm afraid to tell people at parties I'm a CEO any more," said Tim Main, president and chief executive of St. Petersburg electronics company Jabil Circuit, only half joking. "I'd rather be characterized in some other way."

The days when CEOs such as Jack Welch of GE were lionized for their job-cutting, profitmaking prowess are long gone.

Today's public image of a Fortune 500 chief is more likely to be deposed Enron leader Kenneth Lay glumly taking the Fifth Amendment before a Senate committee. Or WorldCom's Bernie Ebbers taking hundreds of millions of dollars in loans from his company before it imploded in an accounting scandal. Or Martha Stewart relentlessly chopping her salad greens on morning TV while dodging questions about possible insider trading.

Tarnished though the image of a corporate chieftain may be, business leaders can speculate from a unique vantage point about what went wrong in corporate America and what needs to be done next.

Based on interviews with leaders of the Tampa Bay area business community, there's strong agreement with Federal Reserve chairman Alan Greenspan's assessment that problems surfacing today are rooted in the "infectious greed" of the roaring 1990s.

"The problem is more of an ethical one than one that can be solved by legislation," said Steven Baumgarten, director of MBA programs at the University of South Florida. "We didn't do that much with ethics (in MBA programs) about 10 or more years ago, and some of these executives may be the product of that era."

Executives were nearly unanimous in applauding the Bush administration's effort to crack down on bad apples by strengthening penalties for white-collar crime and toughening accounting standards.

But ask those leaders about specific changes proposed by Bush and other political leaders and consensus quickly melts away:

+ Raymond James Financial CEO Thomas James opposes making a majority of outside directors independent. It helps, he says, to have people knowledgeable about his company poring over the books. Not surprisingly, James relies on a large number of insiders on his boards.

+ Tech Data CEO Steve Raymund doesn't agree with strictly forbidding a company's outside auditor from doing other business with the company. For years, Tech Data has used its auditor, Ernst & Young, for tax work and has considered using the firm for acquisitions. Raymund maintains that the "synergies" of using accountants who know Tech Data outweigh any threat that those accountants will be less diligent as auditors for fear of losing the business.

+ Sykes Enterprises founder and CEO John Sykes objects to stricter regulation of how companies pay top executives. He says companies should base executive incentive plans on earnings growth, but he opposes proposals that the government require companies to seek stockholder approval of all stock options.

It's no surprise that most business leaders are opponents of government regulation. Unlike many Republicans in Congress, many of them are in no rush to make exceptions to resolve the current crisis of confidence.

Instead, they call for better enforcement of laws already on the books. "I'm never one to talk about government jumping in to solve a problem," said Terry Brett, chairman of the St. Petersburg Chamber of Commerce and owner of Brett Funeral Home and Cremation Service.

But at least one CEO, Tom James, questions whether the political fix recently passed by the Senate goes far enough. He favors the recent move by Coca-Cola, among others, to count stock options as expenses. Raymond James' company controller is researching the effect of making the accounting change. Last year, Raymond James granted its executives 741,000 options at an average strike price of $33.06.

Marty Traber, chairman of corporate practice in Florida for the law firm Foley and Lardner, says he hopes any changes are imposed by regulators and not Congress.

"Congressional action is so partisan it's sickening," he said. "We should fund and enable the agencies we have." Nor is he enthusiastic about President Bush's new team of corporate fraud investigators and prosecutors. "I'm not terribly impressed with more SWAT teams."

During much of the 1990s, government regulators and their congressional overseers were reluctant to stand in the way of the bull market. So accountants were able to maintain a system of self-regulation.

"Some of the mechanisms simply aren't effective in self-regulation in some of these sectors, particularly in the financial markets," said Joe McCann, dean of the University of Tampa's business school.

Some companies aren't waiting for regulatory or legislative intervention to act. They're scrutinizing accounting policies and executive compensation more closely than before, prodded by suddenly activist board members.

TECO Energy Inc. has tweaked its board to add another layer of review, chairman and chief executive Robert Fagan said. The board's governance and nominating committees are now reviewing executive performance, going beyond the standard review by the compensation committee.

Under a new practice at Walter Industries, every time the board's audit committee meets it sets aside time for an executive session with no management present, only audit committee members and the auditors. "We believe it's a best practice," Walter CEO Don DeFosset said. "I serve on the board of other companies, and I've seen this used."

Jabil's Main plans to add one or two more independent directors to his board, creating, he said, a 60-40 split between independent and insider board members.

Even such modest actions are long overdue in the view of Ken Weiss, who spent 15 years as in-house counsel for public companies such as Florida Progress, Home Shopping Network and Checkers Drive-In Restaurants.

Now in private practice, and running a charter fishing business on the side, Weiss has been sufficiently disgusted by the rash of corporate scandals that he's starting to build a Web site (www.stockholderaction.com) that will encourage investors to speak up.

"I want to give the everyday individual investor a voice through links to the different exchanges and the SEC," he said.

Unlike many other area business leaders, Weiss thinks the latest disclosures of corporate wrongdoing are not isolated abuses of the system. "It's pervasive, and people who have worked at the higher levels of companies know it's pervasive," he said. "You can't really tell the truth in corporate America and get ahead."

The problem, Weiss said, is that no one says no to the chief executive, even supposedly independent directors. Weiss wants compensation committees not only to be independent but to use independent counsel when negotiating executive pay packages.

"There should also be limits on termination payments for executives," he said. "And no executive should ever be reimbursed fees or penalties when they've violated securities law."

Weiss is not alone in laying blame on lax corporate boards.

"Most corporate directors are cocker spaniels, not Doberman pinschers," said Don Burton, a longtime venture fund investor. "The CEO picks his board members and is in a position to do favors, and I'm afraid a lot of directors get compromised. They might not agree with the CEO, but they don't want to hurt their feelings. And I've probably been as guilty of that as anybody."

Still, the buck stops with the CEO, not the board.

As it should, says Tom Wallace, chief executive of MarketSmart Technologies in Tampa and president of the Tampa Bay Technology Forum.

"You get the CEOs who are walking with tens and hundreds of millions of dollars. Where's the accountability?" Wallace asked.

"They're supposed to be smart. They're supposed to know. If it's going on in their company and they know about it, it's a shame. If it's going on and they don't know about it, shame on them as well."

CEOs such as Main at Jabil are obviously feeling the heat. "It's like sitting in a class when the kid speaks up and the teacher has to come down on everybody," he said. "Everyone loses."

_ Times staff writers Scott Barancik, Dave Gussow, Louis Hau, Steve Huettel, Kris Hundley, Helen Huntley and J. Nealy-Brown contributed to this report.

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