Corporate Compliance Report: Boeing

Corporate Compliance Report: Boeing

Established by William Boeing in 1916, Boeing is the world’s largest aerospace technology company with business segments in commercial airplanes, defense and space and communications. “Headquartered in Chicago, Boeing employs more than 150,000 people across the United States and in 70 countries, with major operations in the Puget Sound area of Washington State, southern California and St. Louis” (Boeing, 2008, p. 27). The company’s total revenue in 2006 exceeded $61.5 billion.

Boeing finds itself under strict regulations in multiple areas including marketing, political, environmental, legal and financial. This Compliance Report will examine Boeing’s current situation internal controls, opportunities and issues with those controls, and recommend a solution to minimize enterprise risk. Specifically, this paper will concentrate on Corporate Governance in the organization, risk management, and effective internal controls in managing enterprise risk.

Situation Analysis

Issue and Opportunity Identification

In response to federal mandates, as well the desire to self-police, Boeing introduced its Corporate Governance Principles. “The Board and the corporate officers recognize that the long-term interests of the company are advanced when they are responsive to the concerns of communities, customers, employees, public officials, shareholders and suppliers” (Boeing, 2008, p. 1). The Board expects all employees to act with the highest ethical standards. The company will disclose any breach of the company’s ethical code. “Boeings Board of Directors has adopted a Code of Ethical Business conduct to focus the Board and each director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and to help continue to foster a culture of honesty and accountability” (Boeing, 2008, p. 1).

The Board, which consists of at least 75% of its members meeting the NYSE criteria for independence, relies on corporate officers, outside advisors, and auditors to ensure all business is being conducted ethically. The Board expects all employees to behave in an ethical manner. Any waiver from the Company’s Code of Ethical Business Conduct will result in Board disclosure. In order to ensure these ethical standards are met, the Board has five committees. The Audit Committee meets with independent auditors to assess the how well the company is implements the program and its effectiveness. The Compensation Committee is established by the Board of Directors for the primary purpose of establishing and overseeing the Company's executive and equity compensation programs. The responsibilities of the Special Programs Committee are to review on those programs which for purposes of national security have been designated as classified by the Government. The responsibility of the Finance Committee includes, but is not limited to, mergers, acquisitions, capital, employee benefits, and investor profiles. The Governance, Organization and Nominating Committee have been given the task of reviewing and recommending to the Board. This committee is also responsible for Officer Review and development and reporting any conflict of interest that comes to light. To maintain effectiveness, there will be self-evaluating of the Board as well as a third-part continuing education program and training.

Stakeholder Perspectives/Ethical Dilemmas

“Maximizing shareholder value has become the premier business mantra,” (Chew & Gillan, 2005, p. 105). Managers manage companies to increase the value of the companies stocks. Stockholders invest in the company to gain a return on their investment. The Board of Directors has the “legal responsibility to make decisions and adopt performance measures and compensation plans” (Chew & Gillan, 2005, p. 105) that will maximize the investments of those shareholders. “Managers must continue to seek new ways to create and capture value if their companies are to remain successful,” (Chew & Gillan, 2005, p. 105).

Problem Statement

“Company management and external auditors are required to report on the state of internal controls over financial reporting (ICoFR) per Section 404 of the Sarbanes-Oxley Act of 2002 (SOX)” (Gupta, 2006, p. 27). This information must be disclosed in the financial reports filed with the Securities and Exchange Commission (SEC). The SEC also requires the company to disclose any issues or deficiencies in the control process and any apparent weaknesses. “The SEC requires management and external