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June 23, 2002 at 08:00 PM
What Can Insurers Do To Clean Up The Corporate Governance Mess?
The $60 billion bankruptcy of Enron last December was the opening act in what has since become one of the greatest and most serious tragedies in the financial history of the United States.
What began as an ethically-challenged relationship between a corrupt energy trader and its shredder-happy auditor has mushroomed into a crisis that has engulfed the entire market for U.S. equities.
Make no mistake, the current crisis in corporate governance–which has since sucked dozens of publicly traded corporations into the ignominy of Chapter 11–has shattered the publics faith in Wall Street and cost insurers tens of billions of dollars.
So serious is this breach of faith that U.S. stocks are likely to finish 2002 down for the third year straight. The last time that happened was 1939-1941, the years bridging the Great Depression and World War II–arguably one of the darkest periods in this countys history.
The stench emanating from the executive suites and boardrooms of dozens of major U.S. corporations has become too strong to ignore. The blinding greed of too many CEOs–at the expense of their shareholders, creditors, employees and investors–is a national embarrassment, and its cost to the U.S. economy is beyond quantification.
What can insurers do to help clean up this mess? A lot, as it turns out. And thats good news because its in our industrys own best interests and the best interests of policyholders to fix whats wrong in Corporate America as quickly as possible.
As an industry, we are heavily exposed to the fallout from the crisis in corporate governance. Life insurers are highly exposed to investment risk. Property-casualty companies have a mixture of investment risk and insurance risk arising from directors and officers programs sold on the besieged companies, as well as exposure from entity and fiduciary liability covers.
In the raucous national debate over corporate governance, our voice as an industry can and must be heard.
Weve earned our place in the debate by virtue of sheer size. Insurers are among the largest institutional investors in the U.S. In fact, life and non-life insurers in 2001 had a combined total of $3.3 trillion in financial assets under management (see accompanying charts). Of that, 80%, or $2.7 trillion, was held in the form of corporate equities or corporate debt.
Translation–as an industry we have enormous clout, but also an enormous personal financial stake in cleaning up Corporate America. The collapse of Enron alone, for example, produced investment losses across the insurance industry totaling $3 billion.
As an industry we also have a sacred fiduciary responsibility to our policyholders. Does this awesome responsibility, which involves the management of funds to pay for everything from a widows annuity to losses stemming from the next terrorist attack, oblige us to aggressively seek the ouster of management that has a bad year or two?
The answer to this is no. What about when management drives a company into the ground because of self-dealing, deceit and fraud? The answer, once again, is no.
Institutional investors, including insurers, are required only to prudently manage the assets that have been entrusted to them. While this requirement implies the performance of due diligence in advance of any investment, it does not imply that institutional investors assume what amount to operational duties in corporations with dysfunctional management.
Institutional investors can fulfill their fiduciary responsibilities by simply selling stock in the troubled company. Indeed, some insurers in recent months appear to have done exactly this by shifting assets into municipal bonds and asset-backed securities to lessen their exposure to equities market risks.
During ordinary times, punishing poorly performing companies by selling their stock is probably sufficient, but these are not ordinary times. A compelling, albeit controversial argument can be made that insurers should use their clout as major shareholders to help purge dysfunctional corporate boards and corporations of unqualified, incompetent and conflicted directors, officers and managers.
Insurers are not generally known as activist shareholders. But institutional investors in general are becoming increasingly restive over the crisis in corporate governance, and some have begun to take matters into their own hands.
