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New York Times, August 27, 2002 article


August 27, 2002

Computer Associates Trips Up Directors on Disclosure

Richard A. Grasso, the chairman of the New York Stock Exchange and a leading official in setting the tone for corporate America, did not disclose his ownership of deferred stock as a board member of Computer Associates International.

The company said it was at fault, saying in a recent letter to Mr. Grasso that it had previously determined that his deferred stock compensation for being an outside director did not meet the requirements for filing the disclosure with the Securities and Exchange Commission.

The stock ownership was disclosed annually in the company's proxy statements, the company said.

But on review of the compensation plan this year, the company said it changed its ruling on the advice of outside legal counsel. This meant Mr. Grasso and four other outside directors, including former Senator Alfonse M. D'Amato of New York, had to file reports for this and past years. The report by Mr. Grasso was filed on Aug. 16.

The reporting issue, which was reported by Bloomberg News, comes at a time when investors have had their confidence in corporations damaged by accounting scandals and apparent corruption.

The S.E.C. and federal prosecutors have opened investigations into accounting at Computer Associates.

Regulators and investors are looking for ways to keep a closer eye on companies and accountants that will restore confidence and possibly prevent more scandals.

Mr. Grasso plays a crucial role in setting corporate governance standards for companies that trade on the New York Stock Exchange.

A spokesman for the exchange, Ray Pellechia, said Mr. Grasso would not comment because he does not speak about Computer Associates matters.

Mr. Grasso has been a director of Computer Associates since 1994. He is leaving the board on Wednesday, along with three other outside directors.

In a statement about leaving the board, Mr. Grasso congratulated the company on its new term limits for outside board members, calling them ''part of a substantial strengthening of C.A.'s corporate governance procedures.''

Mr. D'Amato is remaining on the board. The other departing board members are Shirley Strum Kenny, the president of the State University of New York-Stony Brook; Roel Pieper, the chairman of Favonius Ventures; and Willem F. P. de Vogel, a partner at Three Cities Research. None of them could be reached for comment.

The failure to report deferred stock compensation involved 6,326 Computer Associates shares that were granted to Mr. Grasso. Since 1996, the annual fee for being on the board was translated into deferred stock that could be collected after a director left the board. The fee was $30,000 in 1996 and has been $45,000 each year since 1997.

At yesterday's closing price, Mr. Grasso's deferred stock was worth just over $75,000, not including the 2002 payment. That is well below the $255,000 initial value of the fees from 1996 through 2001.

The report of this ''beneficial ownership'' is supposed to be made to the S.E.C., using what is called a Form 5.

''All director compensation has been fully disclosed in our annual proxies,'' the company said in a statement. ''Because director compensation is deferred until retirement, we and our directors did not believe that a Form 5 filing was necessary. We have recently been advised that such filings by our directors should be amended to comply and correspond with the proxy disclosure. This is a technicality and in no way does this have any impact on the company's reported financials.''

Mr. Grasso and other directors were also given stock options each year based on the performance of the company.

According to the company Mr. Grasso has accumulated 47,250 options, which must be exercised within 90 days of his retirement from the board. He also bought 20,000 shares of stock on his own, the company said.


Copyright 2007 The New York Times Company


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