Board of Directors Under Attack

In the wake of the financial crisis of 2008, boards of directors are coming under attack for their role in overseeing companies at the center of the firestorm.  Evidence can be found in yesterday’s announcement by a prominent proxy advisory firm that it is recommending the removal of directors at Citigroup.  Here is a summary of their case against the directors as reported in the Wall Street Journal.

Proxy-advisory firm Egan-Jones is recommending that Citigroup Inc. shareholders withhold votes for six incumbent directors at the annual meeting April 21, saying the current or former members of the board’s audit and risk management committee failed to fulfill their risk-management responsibilities. Egan-Jones said the directors in question — Michael Armstrong, Alain Belda, John Deutch, Andrew Liveris, Anne Mulcahy and Judith Rodin — “failed to protect shareholders from excessive exposure to credit, market, liquidity and operational risk.” The firm added that Citi’s board failed to effectively manage risks, “helping cause the company’s current instability and increasing volatility in the global financial markets.” Egan-Jones cited as examples of that failure an increase in Citi’s exposure to mortgage-related assets from $28 billion in 2005 to $234 billion in 2006, as well as an 85% increase in the number of subprime mortgages originated. Citi’s 2008 losses “are a clear indication that the committee failed to properly assess and control risks,” Egan-Jones said.

Directors at other companies should take heed of this action and ensure their corporate governance and enterprise risk management practices are solid.  Wheelhouse Advisors can help board audit and risk committees gauge the effectiveness of their current practices.  Visit to learn more.



About Wheelhouse Advisors
Wheelhouse Advisors LLC is the publisher of The ERM Current™, an online publication and blog dedicated to providing the latest updates on current trends in Enterprise Risk Management & Control. Wheelhouse Advisors provides cost-effective Enterprise Risk Management & Control solutions to both large and mid-size corporations. To learn more about Wheelhouse Advisors, please visit our web site at

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