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Accounting lapses anger CA investors

By Richard Waters in San Francisco
Published: September 18 2006 03:00 | Last updated: September 18 2006 03:00

Directors of CA, the software company that was at the centre of a $2.2bn accounting fraud earlier this decade, are set to come under renewed fire from shareholders today over their failure to prevent a continuing stream of accounting lapses.

At the centre of the latest storm is Alfonse D'Amato, a former New York senator who has been a director since 1999, making him the only remaining person to have been on the board in 2000 and 2001, when the fraud was committed. Sanjay Kumar, former chief executive officer, pleaded guilty in April to securities fraud and obstruction of justice over the affair.

"This is the only example of a company that hasn't replaced all the directors who were responsible for oversight during the periods of misconduct," said Gary Lutin, who runs a forum for CA shareholders. Others, such as Enron and Worldcom, have completely overhauled their boards, he added. A CA spokesperson declined to respond to the criticism.

Three US proxy advisory groups, which advise institutional investors how to vote at corporate meetings, have called for shareholders to withhold their votes rather than support Mr D'Amato's re-election at CA's annual meeting today.

Glass Lewis, one of the three, also advised shareholders not to support three other directors, including Lewis Ranieri, chairman, and Walter Schuetze, head of the company's audit committee, and not to reappoint auditors KPMG. A former bond salesman, Mr Ranieri has been chairman since 2004.

He and Mr D'Amato are both prominent members of the business and social community in Long Island, the New York suburb where CA, under former chairman Charles Wong, grew to become of the world's biggest software concerns.

Mr Schuetze, a former head of accounting at the Securities and Exchange Commission, joined the board in 2002 and was responsible for overseeing an overhaul of its accounting systems.

Despite the changes, the company has been hit with a series of fresh accounting woes this year. It has revealed that it paid too much in commissions to its salespeople, mistakenly understated its revenue, and exercised loose controls over employee stock options in common with some other companies caught up in the option backdating scandal.

CA's continuing troubles were underlined last week when the Department of Justice extended the term of an outside examiner to oversee efforts to improve financial compliance.

Appointed two years ago as part of a deferred prosecution agreement with the company, the examiner was due to step down last week. That term has been extended to next May as a result of the recent accounting lapses.


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