Governance Issues at the New York Stock Exchange
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Details
Themes: Coporate Governance
Period : 2003-2004
Organization : NYSE
Pub Date : 2004
Countries : USA
Industry : -
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Case Code : BECG035
Case Length : 20 Pages
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Governance Structure at NYSE (Pre-reform) Contd...
BoD and Standing and Advisory committees
The 1,366 broker-dealer members of the exchange elected the which consisted of 27 members (12 industry directors, 12 non-industry directors and 3 members of the office of the chairman)20. (Refer Table I) No director was allowed to be on the board for more than three consecutive two-year terms. The NYSE constitution defined an industry director as "(1) an individual member, (2) an individual who is a principal executive, general partner or control person of a member organization, or (3) a principal executive of an organization whose "principal" subsidiary is a member organization."21
Non-industry directors did not belong to the securities industry. The day-to-day working of the exchange was overseen by the board. The board played an active role in formulating policies and programs governing the working of the exchange. Further NYSE constituted various standing and advisory committees which were comprised of NYSE directors, to regulate the functioning of NYSE. The exchange had five standing committees, ten advisory committees and four international advisory committees (Refer Exhibit II).
TABLE I
COMPOSITION OF THE BOARD (2002) **
DIRECTOR NAME |
CATEGORY |
PROFILE |
Richard A. Grasso* |
|
Chairman & CEO, NYSE |
Robert G. Britz* |
|
Executive Vice Chairman, President and Co-Chief Operating Officer, NYSE. |
Catherine R. Kinney* |
|
Executive Vice Chairman, President and Co-Chief Operating Officer, NYSE. |
Laurence D. Fink |
Non-Industry Director |
Chairman and Chief Executive Officer, BlackRock, Inc. |
William B.Harrison, Jr. |
Non-Industry Director |
Chairman and Chief Executive Officer, J.P.Morgan Chase & Co. |
Carol Bartz |
Non-Industry Director |
Chairman of the Board, Chief Executive Officer and President Autodesk, Inc. |
James E. Cayne |
Industry Director |
Chairman and Chief Executive Officer The Bear Stearns Companies Inc. |
Mel Karmazin |
Non-Industry Director |
President & Chief Operation Officer, Viacom Inc. |
Kenneth G. Langone |
Industry Director |
Chairman of the Board, Invemed Associates LLC |
James M. Duryea |
Industry Director |
President, J. M. Duryea Inc. |
Peter N. Larson |
Non-Industry Director |
Chairman and CEO (Retired) - Brunswick Corporation |
Gerald M. Levin |
Non-Industry Director |
CEO (Retired) AOL Time Warner Inc. |
John J. Mack |
Industry Director |
CEO, Credit Suisse First Boston |
Joseph A. Mahoney |
Industry Director |
Senior Managing Director and Chief Administrative Officer - Bear Wagner Specialists LLC |
Leon E. Panetta |
Non-Industry Director |
Director - Panetta Institute for Public Policy |
Henry M. Paulson, Jr. |
Industry Director |
Chairman and CEO - The Goldman Sachs Group, Inc. |
Christopher C. Quick |
Industry Director |
CEO - Fleet Specialist, Inc. |
Juergen E. Schrempp |
Non-Industry Director |
Chairman of the Board of Management DaimlerChrysler AG |
Larry W. Sonsini |
Non-Industry Director |
Chairman and CEO - Wilson Sonsini Goodrich & Rosati |
William B. Summers, Jr. |
Industry Director |
Chairman, McDonald Investments |
H. Carl McCall |
Non-Industry Director |
New York State Comptroller (Former) |
George C. McNamee |
Industry Director |
Chairman, First Albany Companies Inc |
David H. Komansky* |
Industry Director |
Chairman of the Board - Merrill Lynch & Co., Inc |
Robert M. Murphy* |
Industry Director |
Vice Chairman & CEO - LaBranche & Co., LLC |
Source: NYSE Annual Report, 2002.* Members of the Office of the Chairman. ** This list is not exhaustive
20] 12 industry directors were elected from the securities industry and 12 non-industry directors from the non securities industry representing public.
21] White Paper on Governance, www.nyse.com