With the responsibilities being shouldered by CFOs of late, you’d think they all grew up in Smallville.
These days, it’s no longer enough for CFOs to raise money, shape strategic planning, and oversee management initiatives. Indeed, with the recent spate of corporate accounting scandals, boards of directors have put finance chiefs on notice. The message coming from boards is an attention-grabber, too: accounting surprises will not be tolerated.
The marching order to lash the numbers down has finance chiefs assuming a familiar role — that of numbers cop. Finance chiefs say the role is a whole lot tougher than it used to be, however. The recently enacted Sarbanes-Oxley Act has heaped a raft of new reporting requirements on corporate finance departments.
And while controllers and chief accounting officers can handle some of this regulatory scutt work, finance chiefs must now personally certify 10-Ks and 10-Qs (another by-product of Congressional tinkering). As one finance chief privately points out, when your house is on the line, compliance is no longer something that is easily delegated.
In the face of the added chores and liabilities, some CFOs say they’re having to re-adjust their job descriptions. At BMC Software, company management asked finance chief John Cox to relinquish his role as the software maker’s chief strategic financial planner. The reason for the handoff? So Cox could focus on the welter of new laws and reporting requirements wrought by Sarbanes-Oxley.
The role restructuring at BMC is not an isolated incident. Earlier this year, embattled Dynegy Inc. actually split its CFO post into three tranches. Former finance chief Louis Dorey is now part of a three-officer team that directs the struggling energy company’s financial, accounting and strategic planning duties. While Dynegy declined to comment to CFO.com on the parsing out of the financial duties, a press release noted the move was intended to help the company address its mounting problems with the three Cs (cash, credit and compliance).
The Dynegy move, along with the recent scandals emanating from corporate finance departments (Enron, WorldCom, and Adelphia, to name a few), has some observers wondering if finance chiefs could do with a little help.
Can this be? In this new era of onerous disclosure, niggling cost containment, and risky top-line initiatives, is it possible that the CFO’s job has simply grown too big for one person?
Up at Night
That’s a question that Kevin Parker is wrestling with. The CFO of software-maker Peoplesoft Inc., Parker says he’s generally working longer hours these days — and part of that extended day includes spending more time with lawyers and shareholders who are still coming to grips with Sarbanes-Oxley.
Will the hours dedicated to compliance issues come out of his time spent to run the business or help with customers? Parker’s not sure. But he does concede “there’s some consequence to the [the additional work] because the day was full to begin with.”
And it’s not like Parker has a choice, not like he can give a quick once-over to Peoplesoft’s 10-Qs. After all, Sarbanes-Oxley requires that CFOs and CEOs certify their companies’ financial statements. Fudging the numbers could bring criminal penalties. The law also ratchets up a CFO’s personal liability. That adds even more weight to the often-arcane accounting decisions a finance chief makes on a regular basis.
Interestingly, Parker admits that issues of corporate governance and compliance have weighed heavily on his mind during his off-hours as well. “It can’t help but seep into your nights and weekends,” he says, noting that he feels almost personally accountable for the actions of his 8,500 employees globally. “That’s pretty daunting.”
Parker pauses. “Maybe that’s the intent of Sarbanes — to keep people up at night. If it is, I think it’s working.”
Two for the Road
All this attention to financial disclosure will probably help shareholders. But it’s not likely to help a CFO’s position within a company. Although some critics say the increased focus on compliance will ultimately improve a finance chief’s chances of moving up the corporate ladder, the changes at BMC Software tell a different tale.
Two years ago, the company went through a management shakeup, with a new CEO brought on board. In January of this year, CFO Cox turned over his financial strategist role to Jeff Hawn, the company’s vice president of operations.
Admittedly, the role change in the finance department was not solely a response to the new regulatory requirements coming out of Washington. The fact is, BMC faced several big business challenges. For starters, the company needed to cut its costs. In addition, management wanted to select better productivity metrics, expand margins, and generally remake the business through mergers, acquisitions, and internal moves.
As Hawn points out, “That’s equivalent to changing the tires of the car while the car is going down the road at 55 miles an hour.” As a result, CFO Cox was asked to keep the vehicle going straight, making sure BMC was in compliance with regulatory requirements for financial disclosure and global tax issues. (Cox, who still has some input into the company’s strategic financial planning, was unavailable for comment because of BMC’s upcoming earnings announcement).
For his part, Hawn, offers a different perspective on assuming a role that normally goes to a finance chief. He says that Robert Beauchamp, CEO at the software maker, wanted “only one throat to choke.”
For other CEOs, three throats are apparently better than one. Dynegy, which has seen its stock price plummet in the face of a severe cash and credit crunch, eliminated the CFO title during a restructuring this summer.
Dorey, who served as the energy company’s finance chief for two months, continues to oversee financing transactions, treasury, and relationships with lenders and credit rating agencies. But he now holds the stripped-down title of executive vice president, finance.
To be fair, Dynegy’s interim CEO Dan Dienstbier says the new structure also provides Dorey with the scheduling flexibility necessary to deal with an illness in his family. But given the thicket of challenges facing Dynegy’s finance department, splitting the job makes a whole lot of sense.
Hugh Tarpley, currently executive vice president, strategic investments, now handles some of Dorey’s former duties, including business unit performance reviews, financial and strategic planning, and investor relations. Michael Mott was promoted to CAO, in addition to holding the title of controller. Mott added management of the tax department to his previous duties as well.
In a press release announcing the restructuring, CEO Dienstbier seemed to acknowledge that Dynegy’s finance department was suffering from scope-creep. “We believe this [three-part] approach will be the most effective, practical and efficient way to plan for and execute our business strategy, comply with the today’s regulatory requirements, meet new financial disclosure policies and procedures and manage our previously disclosed three-year re-audit.”
Even finance chiefs at some privately held companies say their roles have morphed of late. This change in duties, they note, is particularly true at private companies that are looking to go public. Finance chiefs working at those businesses say strategy is beginning to take a back seat to compliance issues.
Other private company CFOs, like Jake Fennessy of Softrax, say financing may ultimately get short-shrift. “I think banking relationships will suffer,” concedes Fennessy, noting his own preoccupation with Sarbanes-Oxley and the SEC. Until recently, Fennessy says he delegated most matters of governance and compliance to his controller.
The job of finance chief has become so time-consuming — and so fraught with peril — that some CFOs are getting into the business of advising other CFOs about the perils of being a CFO.
Take Thom Weatherford. Weatherford, who is retiring as CFO at software maker Business Objects, plans to offer advisory services to other finance chiefs next year. Weatherford also intends to become a full-time board member for several companies.
According to the outgoing Business Objects CFO, the increased fiduciary responsibility spelled out in Sarbanes-Oxley makes it tough for hard-working senior executives to hold down directorships. “It’s very hard to be a full-time CFO or CEO and be on boards and do it the way the public wants it done today,” he asserts. “That’s why I retired. Because I couldn’t do both jobs properly.”
Some finance directors, Weatherford adds, are having trouble just handling their day jobs. He points out that a number of CFOs have so diluted their finance roles with strategy, speaking engagements, and human resource tasks that they’ve lost sight of their primary role. He believes finance chiefs need to stay focused on delivering good earnings (legally), be the keeper of the balance sheet, forecast accurately, and manage costs.
In fact, Weatherford believes some finance chiefs have mostly themselves to blame for their current workloads. “I think too many CFOs are trying to do way too much,” he argues. “And they’ve forgotten what they’re there for.”
Other finance chiefs agree. “The first priority of a CFO is to makes sure the reporting and accounting is compliant,” says Klaus Stegemann, finance chief of Siemens Corp., the U.S. operations of German electronics giant Siemens AG. “If there’s time left, then you can go to strategy and advancing the business.”
Sleepless in Financial
It’s not clear if such a setup leaves any time for battling the boss. Finance chiefs note that Sarbanes-Oxley has definitely complicated the relationship between a CFO and CEO.
It used to be many CEOs demanded — and rewarded — loyalty, explains Ken Goldman, CFO of Student Advantage, a media and commerce company. But today a finance chief has to be thinking about the SEC, the board, and shareholders before thinking about the duties of the management team and the duties to the CEO. Says Goldman: “Some CEOs are not happy with this.”
This increased communication with boards of directors, audit committees, and compensation committees has also added to the load of a CFO. But Goldman notes, the added responsibility has a silver lining. “It’s actually made the job a little bit easier,” he argues. CFOs can now stand up to an aggressive CEO and say, “‘I’m not going to end up like Andy Fastow.’”
Whether they end up getting any sleep… that’s a different matter.