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The Committee of Concerned Shareholders "Committee" , formerly known as the Committee of Concerned Luby's Shareholders, consisting of individual shareholders who met on a Yahoo! David Ross, a former vice president at Duke. Even today, most Indians celebrate all religious festivals with equal enthusiasm and respect. Food and Drug Administration. The bigger fish would soon take serious notice. If directors knew they stood a good chance of losing their board seats -- and the prestige and valuable business connections these provide -- unless they aligned themselves with shareholders, they might stop forking over so much and narrow the gap between what CEOs and their managers and employees get. Retrieved 2 December
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With hindsight, one could observe that the prosecutors really blew it! Grasso had the authority to select those who served on the Compensation Committee. He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more.
For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive. Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen.
Elson, who teaches corporate governance at the University of Delaware's business school, said. To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated.
A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board. At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors.
If she left tomorrow, I'd resign tomorrow. Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests. In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles.
Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings. The directors came to no conclusions about Mr. Raines's fate Thursday, but agreed to hold a formal meeting on Sunday. Directors … still didn't come to a conclusion on whether to force Mr. One idea advanced by Mr.
Raines, according to a person close to the discussions, was for him to announce a retirement effective at some later date, which would have created the appearance that he wasn't to blame for the accounting fiasco. A final decision didn't come until Tuesday, when Mr. Fannie was subsequently placed into a conservatorship where it was forbidden to continue to make political contributions and to conduct lobbying efforts.
If you dissent on this board, we'll nail you. If company officials think I violated the law, they can call the cops.
Spy on Him ". The report, which relied in part on private telephone records, fingered George Keyworth , a longtime director and former science adviser to President Reagan, as the source of many of the leaks about board deliberations.
A boardroom showdown ensued, during which the board voted to ask Mr. Keyworth to resign, and he refused, saying he was elected by the shareholders.
Venture capitalist Tom Perkins , a friend of Mr. Keyworth, quit the board on the spot in anger. Keyworth will not be nominated for re-election to the board at its annual meeting next March. Dunn said she regularly informed the board of the investigation, but provided few details, at the investigators' request.
Keyworth to leave, Mr. Dunn, saying, 'Pattie, you betrayed me. You and I had an agreement we would handle this offline without disclosing the name of the leaker. Dunn says she never had such an agreement. Counsel was explicit the matter needed to go before the full board,' she says. Perkins rose from his seat, slammed his briefcase shut, and said, 'I quit and I'm leaving. The law requires that when a director resigns, the company has to disclose whether it was the result of a fundamental disagreement.
I don't want people to speculate about my health. Perkins had no disagreement with the company, only with Ms. Therefore they decided they had no obligation to file details with the SEC. Instead, the board issued a statement on May 19 that simply said Mr. Perkins had resigned, effective immediately. Perkins was concerned with the way his resignation was portrayed by the company, however, and subsequently contacted the SEC with his concerns, according to people familiar with the situation.
Perkins has also been critical of the investigation, which he suggested involved illegal surveillance. Board members acknowledge some discomfort with the methods used by the private investigator who obtained the phone records, but H-P says it was assured by the investigators that the methods were legal. Assuming that the BOD provided any hearing of the allegations against George, he could have defended against his removal on the ground that the BOD had acted with "unclean hands" in acquiring its alleged proof.
What is the value of the private investigator's assurances? Would anyone expect an admission of illegal activities? The other message is that Directors are under pressure to conform and keep quiet, or else…. Or, does it mean that he regrets abandoning his friend and fellow Director in in his time of need? Perkins sent a letter to Hewlett-Packard wherein he set forth his version of the events surrounding his resignation, his follow-up efforts and various allegations of misconduct.
Pretexting, or posing as a person in order to obtain private phone or other information about them, is illegal in California. He added that H-P didn't know pretexting would be involved.
H-P declined to disclose the name of the private-investigation firm it retained or the 'pretexting' firm that firm employed as a subcontractor. Keyworth for another term as director. The company is scheduled to hold its next board elections in March The law firm had concluded that the methods used were legal, these board members say.
But the law firm says it made no such conclusion on its own; it simply reported that the private-investigation firm involved and that firm's lawyers claimed their methods were legal. Larry Sonsini, the attorney for H-P's board, yesterday declined to comment. When does a high-powered law firm reasonably rely, in matter crucial to its client, upon the favorable legal opinion of other and, likely, lesser powered law firm of their client's investigator?
For what has the BOD paid? A major issue remains whether and to what extent there is a semblance of due process in the board room before the death penalty is imposed upon a member who is invited, but refuses, to resign.
Sonsini's firm has grown strained. Perkins of discussing internal Hewlett-Packard deliberations with others last month. The lawyer went on to demand that he name those he spoke to and what documents he gave them. Perkins's response was just as rough. Dinh … accused the law firm of conflicts of interest. He accused the company of 'sanitizing' the minutes of the board meeting in which Mr.
He told the company that Mr. Perkins was a victim of possible fraud, identity theft and misappropriation of personal records. Sometimes, CEOs make consensual Directors disappear. Hollinger International … did that late last year.
Shareholders like president of hedge fund Providence Capital, Herbert Denton … wanted three of the firms' directors to step down.
ACS Chairman Darwin Deason , a flamboyant entrepreneur who built the company, teamed up with Cerberus Capital Management LP during the buyout frenzy earlier this year to take the company private. But such a bid never materialized, and earlier this week Cerberus pulled its offer, citing turmoil in credit markets. ACS management along with some of its biggest shareholders, including Oppenheimer Funds, blamed the independent directors for allowing the deal to slip out of their hands -- by refusing to set a vote on the bid before pursuing alternatives.
The directors say they had a duty to look for other potential bidders, given that Cerberus's proposed deal included the participation of ACS's chief insider: The dispute is all the more extraordinary given the close, even cozy, relations Mr.
Deason once enjoyed with a number of the independent directors -- Robert B. Livingston Kosberg, Frank A. Several of them enjoyed business or personal ties with Mr. Deason in past years. The confrontation began Tuesday during a six-hour board meeting, when Mr. Deason demanded the directors resign immediately. He threatened to nominate a new slate of independent directors for election at the next shareholder meeting, in May, if they refused He also said he would issue a news release accusing them of neglecting their duties if they didn't comply by yesterday, these people said.
The directors responded in their own sharply worded letter: Late yesterday, the independent directors filed a lawsuit against Mr.
Deason and other ACS executives in Delaware Chancery Court asking for a declaratory judgment that they haven't breached their fiduciary duties. The resignations came during a closed-door session in which the bloc sought to replace Chief Executive Alan Armstrong , who they felt was ill-suited to lead an independent Williams as it sets out a new course, the people said.
Chairman Frank MacInnis was among those who resigned, as were a pair of activist hedge-fund investors, Keith Meister and Eric Mandelblatt , who joined the member board following a public campaign in , the people said.
All three had championed the merger with Energy Transfer, which Mr. Armstrong had opposed and continued to oppose even after it was agreed. The discussion turned to whether Mr. Armstrong was the best person to remain at the helm. The directors not including Mr. Armstrong were split evenly, with six supporting Mr. Armstrong and six opposed. MacInnis, who had been Williams ' s chairman since , was opposed to Mr. Armstrong remaining as CEO, but resigned largely for personal reasons….
All three had been supportive of the merger. Did the newly departed leave with some benefits? Does one hand wash the other? Do CEOs and Directors say to one another, in substance, "I won't tell on you to Shareholders , if you don't tell on me"? A conflict of interests arises when Directors set their own compensation, e. It is just another conflict of interest for which there is no real accountability.
Corporate governance watchdogs fret that CEOs use lucrative pay packages to co-opt board members. Still, that's not bad for a part-time job that requires attending a handful of meetings a year. And because boards seem reluctant to rein in compensation, some critics conclude that the system is irreparably broken.
Sinegal of Costco Wholesale pay package seems a throwback to another era, especially when compared with the lavish compensation of Henry R. Sinegal's compensation is skinny, then corpulent is the word that comes to mind when considering the pay bestowed on Mr. Silverman, the chairman and chief executive of Cendant, the travel, real estate and direct marketing concern.
The fear, of course, is that corporate executives, who have oodles to gain from mergers, have too much say about the terms, structure and consummation of the transactions. When management is at the controls, as often seems to be the case, directors are asked mostly to rubber-stamp the deals. Melican , president of Proxy Governance. Melican, an executive vice president at International Paper from to , was involved in many of that company's mergers. And because there are going to be shareholder lawsuits, you can pretty much assume you'll be in depositions for many years.
Melican said, when executives of the acquired company are promised high-ranking jobs at the combined entity, postmerger. Melican says, boards have to get in early. But hey, that's what being a fiduciary means. Anyone Tell the Board? Where there is a will, there is a way! CalPERS is "concerned by the timing of a decision in May by PacificCare 's board to boost payout that executives would get if the company was sold.
Typically a board would know whether high-level merger talks had been occurring for months Upon what need for change was it based? What are the odds that the BOD's decision was based upon a "fairness" or consultant's opinion, which issued by someone who was well-paid by Management? Steven Milloy … claimed that Goldman's policies are … designed to advance Mr.
He objected to Goldman's gift of , acres in Chile to the Wildlife Conservation Society , calling it a conflict of interest because Mr. Paulson is chairman of the Nature Conservancy, which works with the society, and has a daughter, Merritt, who sits on the society's board of advisors.
Paulson batted away the charges with a simple defense: The board did it, not me. He was not even part of the discussions of the Chilean land deal. Paulson's involvement with the conservancy or his advocacy of environmental causes. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming.
Why wouldn't directors rubber-stamp Mr. There are no studies to prove this, of course. But the society pages hold a clue: It's the CEO who is toasted at benefits and photographed for posterity. How often is the source of the funds -- the pockets of shareholders -- even mentioned? The Free Enterprise Action Fund , a tiny mutual fund with a conservative political bent, says the gift hasn't benefited Chile or Goldman shareholders.
The fund petitioned the Wall Street firm on Friday to have its board review the gift as part of a broader study of Goldman projects supporting environmental causes, and seeks a shareholder vote on the proposal. Treasury Secretary, defended the donation at Goldman's annual meeting on March 31, saying it was something 'Goldman Sachs wanted to do. Paulson's son, Henry Merritt Paulson. At the meeting, Mr. Paulson said he knew of the deal but recused himself from the decision, leaving it to the board.
Paulson's underlying assumption is that whatever Goldman wants is proper. Now the country's most important court for corporate law has raised questions about some deals. I n recent back-to-back opinions, the Delaware Court of Chancery criticized two publicly listed companies that have agreed to sell themselves to private investors.
The rulings expressed concern that Topps Co. The author of both opinions, year-old Vice Chancellor Leo E. Strine faulted the company's board for letting Chief Executive Robert E. Rossiter negotiate the deal with Mr. Icahn on his own. The Delaware court's increased scrutiny of possible conflicts comes amid rising complaints, and more lawsuits, criticizing buyout deals for allegedly enriching corporate executives at the expense of the shareholders.
In the current buyout craze, many buyout firms retain the management by offering rich pay packages and a stake in the newly private entity. These deals are being challenged in the courts by shareholders who allege that they are getting a meager payout for the company.
They say boards are accepting deals based on factors other than the best-available price. In addition, shareholders are accusing boards of running into the friendly arms of private-equity buyers to escape activist hedge funds, who are trying to oust them through proxy battles. In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion.
Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill. Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with. Hill and Richard W. Painter, professors at the University of Minnesota Law School.
In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements.
Hill said in an interview. If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out. In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers. It's a matter of mutual back-scratching, as another recent study confirmed. The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts.
Companies that pay too much also tend to perform worse than their peers. Kozlowski was exceptionally extravagant with company money, Mr.
Campriello showed jurors an expense report Mr. John Fort submitted for his attendance at a single three-day board meeting. Campriello asked 'This is the way we traveled,' Mr. Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person.
The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan. In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time. This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls.
Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said. Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services.
Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr. Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes. Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees.
Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts.
Independence of new chairman, who had sided with Eisner, is called into question. Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do. Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D. Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday.
Mitchell's appointment is not sitting well with many of the investors … nor with corporate governance experts. They complained that not only does Mr. Mitchell have negligible corporate experience, but they say he is too closely allied to Mr. Eisner and his appointment does little to address investor discontent with Mr. Eisner's management of the company.
Mitchell takes umbrage at the notion he is beholden to Mr. He said he had only had three social dinners with Mr. Eisner actually approached Mr. Mitchell in to gauge his interest in joining Disney as president.
Mitchell said because the decision was made only on Wednesday, the duties of the job had not been completely defined. But he said the setup and his lack of business experience should not impede his ability to oversee Mr. The most beholden Directors may live in states of denial. And that has prompted some governance experts and investment fund officials to question his sincerity toward reform and sensitivity to appearances.
Their concern is that directors may have competing loyalties between the shareholders they are supposed to serve and the executives who put them on the payroll. Sidhu has … become a national force in community banking by repeatedly triumphing over rebellious directors and shareholders. Sidhu has excluded directors from important deal deliberations or waits until the last minute to brief them.
Some investors say his public statements about acquisition plans are misleading. Sidhu has a board of supportive directors who have scant banking experience, are compensated unusually well and, in some cases, enjoy access to Sovereign loans and business opportunities.
While that's more than directors at similar banks get, Sovereign justifies the pay by noting that its directors meet 14 times a year, five more times than its peer average. Sovereign has had business dealings with and made increasing loans to its directors in recent years.
Sovereign added that the Troilo leases all have been at market rates. Troilo didn't return calls. Troilo so he could buy a Lawrenceville, N. To help secure the loan, Mr. Troilo used another Sovereign-mortgaged property, in Pennsylvania , that he also rented to the bank.
The Monday filing said Mr. Troilo's bid was better because it included 'no financing, inspection or due diligence' conditions. Was Sovereign concerned that its building could not withstand "inspection or due diligence"?
Upon what objective criteria was that decision made and by whom? But, after all, it is just another instance of Shareholder assets being considered as chump change! The bank offers no relevant disclosure about the loans, including terms, interest rates or performance. Relational Investors discovered the full extent of them only by cross-referencing Sovereign's Securities and Exchange Commission filings with records at the Office of Thrift Supervision.
Sovereign says the SEC filings excluded credit extensions that haven't been drawn down. Since , however, Sovereign's filings have included no specific figures, just vague reassurances.
Wall Street is skeptical that a three-year turnaround plan will work, and Fitch has cut its bond rating to triple C, which is low even for junk bonds. So far this year it is down another 27 percent. But there is little pain at the top. But there is no mention of internal equity -- of the justice of paying a lot to bosses when workers and investors are suffering.
Perhaps board members think they deserve an increase because their past stock grants keep losing value. They face tricky choices in deciding how much to challenge year-old Mr. Mozilo, who co-founded the company 38 years ago. Countrywide's nonemployee directors collect fees, shares that they must hold for at least a year, and perks that include health insurance and spousal travel, according to the latest proxy statement.
The pay range is above median total compensation for directors of the largest U. Countrywide said directors review their compensation annually with the help of an independent pay consultant Countrywide rewards board members so well that 'at some point, you cross the line between paying for services provided and a very lucrative thing where board members aren't going to challenge management,' says Mark Reilly, a partner at 3C, Compensation Consulting Consortium.
Corporate Library has long argued that Countrywide's board has done a poor job of designing Mr. Mozilo's pay package, guaranteeing him too much compensation regardless of performance. The consultants urged directors to slim his hefty contract, partly by revamping his annual bonus formula Directors kept the formula and decided to replace the consultancy Snyder , 75, is Countrywide's lead director. Institutional shareholders who have tried to engage the Countrywide board on issues like Mr.
Mozilo's pay say that Mr. Snyder, who has been a board member since , prevents such dialogues from occurring. One complaint was that he does not share letters from stockholders with other members of the board.
Charles Prince , for instance, who stepped down under fire as Citigroup Inc. The rules are in place to allow boards to retain an appropriate mix of retired and active executives and push out members who no longer have the time for outside directorships because of more demanding new jobs.
Still, many governance watchers and veteran directors say boards rarely accept a resignation after a member loses a CEO spot—no matter the reason. Another former chief who kept a directorship is Richard Syron , ousted as head of Freddie Mac in when the U.
He recently received a warning that he may face civil action from the Securities and Exchange Commission as part of its investigation into whether Freddie Mac properly disclosed its exposure to subprime loans. Syron held a board seat, rejected his offer to resign. Syron didn't have to defend his actions to fellow board members. To be sure, boards occasionally drop a member after leaving a CEO post under fire.
Advanced Micro Devices Inc. AMD declined to comment. I just could not resist the temptation. The devil made me do it. The other dude done it. It was my poor upbringing. Then, there is reciprocal back scratching. It would be so embarrassing at the country club to encounter a removed former fellow Director. Additional conflicts of interest are caused by the existence of a Director clique.
No one wants a wild card. It's not surprising that their objective is to get along. Statistical analyses can go just so far in detecting links between Directors. For directors, it is simply bad form to nitpick over a couple of million dollars with another member of the club, particularly one who helps set director fees or serves on the compensation committee of other corporations.
Even legendary investor Warren E. Buffett was not immune to the collegiality. He recently wrote to the Shareholders of Berkshire Hathaway Inc. A certain social atmosphere presides in boardrooms where it becomes impolitic to challenge the chief executive, he wrote. Buffett is reputed to be the best of the best! Thus, Shareholders have no reason to expect better representation from any other Director. Buffet, the best of the best, found it necessary to ask a subordinate multiple times about a sizable transaction and walked away without getting the "details.
Was he suspicious when he had to ask a second time? What about the third time? Did the subordinate still retain his job?
Is there a letter of reprimand in the file? What does the subordinate say he communicated to Buffet? Why was the questioning of Buffet not done under oath? Well, since he was questioned by regulators, if the truth not be told, there is always the obstruction of justice route. Hopefully, Buffet does better where he serves in the capacity of a corporate Director. After his talk with Mr. Ferguson wrote an e-mail to Joseph Brandon, then General Re executive vice president, describing the conversation with Mr.
Buffet, saying that he asked Mr. Buffet whether the deal was proper. Ferguson reported that Mr. Buffet said the deal was proper, but not by a large margin. Buffet told regulators that didn't happen. Buffet told regulators that he asked Mr.
Brandon several times whether General Re's accounting on the deal was okay, but didn't learn details. Did Ferguson want to know? If not, why not? Was a copy of the email transmitted to Buffet when it was written? Did Buffet read it and not respond? When did Buffet first question Brandon?
What triggered the question? If Brandon was not answering Buffet, perhaps Buffet could have asked his external auditors? On the other hand, if one is suspicious, why alert the external auditors to look carefully at what might be a minefield?
Perhaps the issue of a Director's fiduciary duty to Shareholders was lost in an ethical haze? He stated, in part, "I've sat on enough boards and audit committees to understand the kind of culture of seduction that characterizes many boards.
It's a game that many CEOs played and played well by seducing their boards with perks and private attention and contributions to favorite philanthropies, and meetings that were short on substance and long on fluff.
The boards became willing accomplices. And it's part of the American personality to go along and become more fraternal rather than more vigilant. Levitt did all that board sitting before From to , as Chairman of the SEC, what did he do or attempt to do to cure the specific problem?
Also, it appears that Mr. Levitt is claiming that it would be un-American to require Directors to be vigilant on behalf of Shareholders. Directors who served at failed companies may rate a red badge of courage and additional opportunities to employ their varied talents.
In some cases, however, companies have stopped passing on this information in proxy materials distributed to shareholders…. But what about the directors of companies like Enron, WorldCom, Adelphia Communications, Global Crossing, Waste Management, Tyco International and others who oversaw the implosion of hundreds of billions in market capitalization?
In many cases, they got better jobs. But many companies don't make it easy for shareholders to find out where their directors have been. Sprint Nextel 's biography for William E.
Conway , for instance, mentions nothing about his stint at Enron. Thornton of Goldman Sachs Group Ford's, someone with whom he shares several friends and even more interests. Thornton was appointed to the Ford board at the recommendation of the company's chief executive and chairman The lawsuit … said the chief executive and chairman, William Clay Ford Jr. The suit said Mr. Ford's acceptance of the shares was a 'usurpation of an opportunity that belonged to the company' After shareholders complained in late , the company formed a committee that concluded that Mr.
Ford had not acted improperly. Ford's purchase in May of , shares of Goldman Sachs, the largest allocation to an individual, drew attention after a lawyer for Ford shareholders wrote to the company's board, demanding an investigation. The shareholders demanded that Mr. Ford return any profits and pay damages to the company for the lost investment opportunity. Ford bought the shares, Goldman's co-chief operating officer, John Thornton, sat on Ford's board.
Ford had no significant say in the awarding of investment banking business. They also said … that Mr. Ford had a long personal banking relationship with the firm. Ford probably claimed a tax deduction for his charitable donation.
And, how does one determine that "no wrongdoing had occurred"? Ford did not violate the non-existent policy. Therefore, "no wrongdoing had occurred. In some cases, 10 percent or more of all donations went to these organizations.
Companies, directors and non-profits routinely stress the importance of philanthropy and say the donations don't affect board members' independence.
Critics, however, say big donations can create a clubby atmosphere that may make directors less likely to aggressively challenge management. Although foundations detail their donations in annual tax filings with the Internal Revenue Service, companies are not required to disclose most non-profit affiliations of their directors, making it problematic for investors to know the full extent of such connections.
Farmer , the 87 year old chairman of the company Farmers, who are members of the board, along with other directors The coming-together will be at a town in Georgia where the main attraction is a 'gentleman's club' exclusive enough to garner members by invitation only.
Augusta National Golf Club, which openly and proudly discriminates against women, will produce its Masters Golf Tournament with considerable help from the masters of corporate America. It also makes a mockery of board independence, now required to protect stockholders and the public from cronyism in financial dealings.
The cronyism that perpetuates gender bias against employees is every bit as harmful, and ought to be stopped just as forcefully. At nearly all other companies, a simple majority will do. Purcell will color their judgment in any way. Indeed, Morgan Stanley bankers, not to mention the dissident executives, have accused the board of coddling him.
It is packed with former chief executives, many from the Chicago area, where Mr. Some have golfed together; others have worked for one another. First, there is the Kraft connection. Miles, the chairman of the nominating committee and … recruited two former executives who worked for him at Kraft in the mid's: Then there is the McKinsey connection.
Four directors were partners at McKinsey, the management consulting firm, as was Mr. And finally, there is the fact that a number of directors, notably Mr. Miles, serve together on boards at other companies. Miles, for example, serves on six boards, including that of the AMR Corporation, where he serves alongside Mr. Brennan also serves on six boards, and Charles F. Brennan during his battle with shareholders. Miles and Kraft on its merger with Philip Morris, and he is now advising the independent directors at Morgan Stanley on a range of matters, including their strategy for dealing with their antagonists.
One point made by the retired executives is that until recently, no director - including Mr. Purcell - had ever operated a line of business for a securities firm. That set Morgan Stanley apart from nearly every other Wall Street firm.
Partners have fiduciary duties to one another. So much for the concept that BODs have undivided loyalty to represent the interests of Shareholders! Who is watching the supposed watchdogs of Management?
Do conflicts of interest disappear if they are disclosed to Shareholders who have no effective means to remedy the situation? Purcell, their first call for help when to the superlawyer Martin Lipton. Lipton quickly donned a number of other legal hats - advising the board, Mr. Purcell and the company itself on tactics, legalities and, most controversially, severance pay to departing executives. Purcell stepped down, a compensation specialist at Wachtell, Adam D.
Chinn, in tandem with the board's compensation committee, draft the controversial severance packages that awarded Mr. Chinn's reputation for cobbling together generous severance awards for departing chief executives is such that the contracts are known as Chinn-ups.
As a result of these payouts, the board has been sued by shareholders and received irate letters from institutional investors who have decried the packages as a violation of the very governance practices Mr. Lipton was hired to improve. Purcell's leadership, many Morgan Stanley executives were never quite clear about Mr. Several said they frequently asked each other: Was he advising the board? The answer, people close to the board said, is that Mr. Lipton was, first and foremost, an adviser to the board.
When it became clear that Mr. Purcell would depart, he hired his own lawyer to negotiate. While the very best governance practices would argue for the hiring of separate counsel on the compensation packages, time and confidentiality considerations led the board to stick with Wachtell. Lipton for being an apologist for corporate management, that assertion misses the point - that Mr. Lipton's fiduciary responsibility is to best represent and advocate in support of his client's interests.
If Lipton represented only the BOD and, thus, the Shareholders, his fiduciary duty was to get the executive to leave for the lowest amount. It is fair to assume that he, at the least, did not discourage the BOD from appointing Chinn while knowing that he Chinn does Chinn-ups.
Lipton and Chinn are members of the same law firm. Lipton probably benefits from each fee Chinn earns for the firm. The BOD tries to justify its act of hiring Chinn by claiming "time and confidentiality" considerations. Does Lipton's rolodex contain the name of at least one competent non-Wachtell attorney who has a reputation for being parsimonious when dealing with executive payoffs?
Couldn't Lipton have asked Chinn for a referral? Did the BOD not know that attorneys, even non-Wachtell attorneys, have a duty to maintain confidentiality? Purcell decided he should step down…. The tale serves as a caution for boards in an era when their role in corporate governance is drawing more scrutiny. The damage from delay when directors fail to spread their antennae widely is especially great at a Wall Street securities firm like Morgan Stanley, where the most valuable assets can walk out the door and never return.
At a mid-March board meeting, Laura D'Andrea Tyson , a former Clinton administration economic official who is dean of the London Business School , said directors should take the criticism of Mr. Purcell's record more seriously. Tyson, calling her comment inappropriate … The board took steps to interview more employees. Knight, the director who had clashed with Ms. Purcell and didn't see any reason to discuss the matter since the board had already decided on it….
The attempt to cut off debate bothered some other directors, people familiar with the meeting say. Knight and Zumwinkel left, the discussion turned more freewheeling. Knight's conduct is reminiscent of that of a school yard bully who made it to the big time. Institutional Shareholders do much "discussing an effort to out the directions," but, when push came to shove, they faded. Knight and Zumwinkel, who should be their first targets, need not lose any sleep. Bostock , had a family connection to a hedge fund that does business with the firm.
They generally worry that the indirect connections can impair the directors' abilities to serve as independent advocates for shareholder interests.
Is this what is meant by "the ties that bind"? If this is what Morgan Stanley does when it is under a corporate governance microscope, imagine what might occur when the spot light turns elsewhere business as usual. Yet during that time, the company's stock has slid 12 percent while shares of its archrival, Lowe's , have climbed percent.
Why would a company award a chief executive that much money at a time when the company's shareholders are arguably faring far less well? Two of those members have ties to Mr. Nardelli's former employer, General Electric. Nardelli's lawyer in negotiating his own salary.
And three either sat on other boards with Home Depot's influential lead director, Kenneth G. Langone , or were former executives at companies with significant business relationships with Mr.
In addition, five of the six members of the compensation committee are active or former chief executives, including one whose compensation dwarfs Mr. Governance experts say people who are or have been in the top job have a harder time saying no to the salary demands of fellow chief executives.
Moreover, chief executives indirectly benefit from one another's pay increases because compensation packages are often based on surveys detailing what their peers are earning. To its critics, the panel exemplifies the close personal and professional ties among board members and executives at many companies — ties that can make it harder for a board to restrain executive pay. They say this can occur even though all of a board's compensation committee members technically meet the legal definition of independent, as is the case at Home Depot.
Langone's circle of friends and associates… [T]he Home Depot board decided … Mr. Nardelli, who had no retail experience, should become CEO. Nardelli might not hit one of the few performance goals the board had set to cause payment of a long-term incentive plan, the board lowered the goalposts….
More than a dozen U. Several factors are spurring such appointments, recruiters and management consultants say. Boards are quicker to fire poorly performing CEOs, often before potential internal successors are ready for the job.
Many of these companies have deep-seated problems, making it harder to recruit outsiders. And increasingly, there's a deep pool of outside executives in the boardroom.
They contend that a chief chosen from the board signals cronyism and weak succession planning. A director's comfort with a colleague obscures 'a clear view of the individual's suitability to be a successful CEO,' says Richard Breeden, an activist investor and former chairman of the Securities and Exchange Commission.
Franks , the former chief of the Public Broadcasting System and the publisher of a Spanish newspaper would seem to have nothing in common — except for one thing. They all sit on the board of Bank of America. But as they and 13 of their colleagues meet Wednesday to discuss how to steer the bank through its troubled merger with Merrill Lynch, they are likely to be united by something else: Their shareholder scrutiny has also turned an unusual spotlight on the oversight role played by the board members, many of whom were picked by Mr.
Lewis from several companies that the bank, based in Charlotte , N. Bank of America's board is an eclectic group, and it will grow larger this week when it adds three members from the board of Merrill. The bank's two most powerful directors, O. Spangler , are close to Mr.
Lewis's predecessor, Hugh L. Lewis, only two people on the board — the former chief of FleetBoston and a former senior executive of MBNA — have roots in banking. While Wall Street is rife with tales of bank and brokerage directors who deferred to executives seeking faster growth through ever-riskier business, Bank of America's shareholder advocates have grown increasingly concerned about the board's ability to understand financial risks and rein in managers.
While critics charge that Bank of America's board has been little more than a rubber stamp in the empire-building campaign of Mr. Lewis, others describe it as independent and willing to push back against the chief executive. Its members are expected to vote Wednesday on the addition of three directors from Merrill Lynch Their approval would raise the number of board members to 20, and would tighten the web that already binds many of the board's current representatives. Yet some board members are connected in other ways that reveal strong cross-pollinations with other company boards.
Nothing could get the attention of Directors more than the prospect of being held personally accountable for their lack of diligence in performing their duties to Shareholders. Board members also acknowledge they are struggling to rein in bloated executive compensation, but are counting on investors to lead the cause to knock it down.
Those conclusions aren't a decade old, but are part of a recent survey from the consulting firm PricewaterhouseCoopers and the Corporate Board Member magazine , which culled responses of more than 1, directors at U.
Directors still don't have as much control over corporate dealings that many believe is needed to curb supersized compensation. While more boards are independent of management, there are still plenty of cases of directors using flawed judgment or kowtowing to demanding executives who are pushing their own agendas. Part of the problem, it seems, is that boards are still controlled by CEOs, with 50 percent of directors surveyed saying that board leadership flows from the company's top executive who is also board chairman.
Those individuals, therefore, set the agenda as well as the flow of information at board meetings and among members. In the area of compensation, two-thirds of responding directors believe that U. Separately, a third believe that stockholders are the group most likely to get pay pared down.
But it is hard to reduce pay when the directors themselves don't know how much they've even agreed to pay executives. Less than half of those surveyed said their boards use tally sheets to add up total compensation, and about one in five directors said that they didn't know what the CEO would collect if he or she is terminated, retires or should there be a change in control.
Among the bigger shockers in these filings are the tallies showing how much money executives will cart away if they are terminated or agree to a merger. Buried in these figures is one of the most contentious items in all of payland: Michael Kesner , principal at Deloitte Consulting in Chicago said, 'Boards are now just getting a sense of how big that number is.
If directors are surprised by gross-ups, you can imagine how stockholders will react. And given how ubiquitous gross-ups are -- surveys say 75 percent of chief executives have such arrangements with their companies -- the shocks could be far and wide.
Training the spotlight on gross-ups may help stamp them out. As long as they were kept under wraps, directors didn't have to justify them to angry shareholders. Six days later, its chief executive, E. Underlying the situation at Merrill is the nagging question of what a Wall Street board is expected to know about complex financial markets where asset values can shift drastically and where many directors are not in the business of managing trillion-dollar balance sheets — or perhaps have little experience in doing so.
Directors should know what independent risk controls are in place, who is overseeing that function After every market crisis Case law, lawyers say, has affirmed that directors have to be informed and make sure that obvious red flags are not ignored.
There were certainly some red flags waving in front of directors. One issue should have been the revolving door of talent in the upper echelons of the firm And, like everyone else, directors knew about the bank's very public shift into riskier business areas, which until this summer were delivering handsome profits. Merrill had become the top issuer of collateralized debt obligations in the marketplace, and its profitability soared; fixed-income revenue in the second quarter was up percent.
According to some analysts, the billion-dollar size of those profits — and the soaring return on equity — should have caused directors to ask whether the risks being taken to generate higher profits warranted better controls.
Analysts say that directors should have asked about the exposures and, more important, what might happen to those exposures under various financial scenarios, including a collapse of the mortgage market. In July, when credit markets worsened and Merrill faced escalating losses Merrill's potential losses did not reflect the heavy levels that they ultimately reached in October.
Management realized that there was a structural problem, and Merrill announced on Sept. Regardless of what ratings agencies had to say about the securities Merrill and others were juggling, many investors, especially hedge funds, had been pointing out the flaws in the structured finance market. Did ML Directors feel that packaging such loans enhanced investment quality? The most plausible explanation is that the question of whether a company has a good or poor leader remains disturbingly nebulous for boards.
A 'star CEO' seems to be, regrettably, more a social construction of the media and company PR efforts than a knowable reality — except, perhaps, with the benefit of hindsight.
Then last week, shareholders lost the only shot they had at firing incompetent directors when the Securities and Exchange Commission voted to prevent investors from nominating their own board candidates. Religious pluralism existed in classical Islamic ethics and Sharia , as the religious laws and courts of other religions, including Christianity, Judaism and Hinduism , were usually accommodated within the Islamic legal framework, as seen in the early Caliphate , Al-Andalus , Indian subcontinent , and the Ottoman Millet system.
Dhimmis were allowed to operate their own courts following their own legal systems in cases that did not involve other religious groups, or capital offences or threats to public order. According to the famous Islamic legal scholar Ibn Qayyim — , non-Muslims had the right to engage in such religious practices even if it offended Muslims, under the conditions that such cases not be presented to Islamic Sharia courts and that these religious minorities believed that the practice in question is permissible according to their religion.
Despite Dhimmis enjoying special statuses under the Caliphates, they were not considered equals, and sporadic persecutions of non-Muslim groups did occur in the history of the Caliphates. Ancient Jews fleeing from persecution in their homeland 2, years ago settled in India and never faced anti-Semitism. Freedom to practise, preach and propagate any religion is a constitutional right in Modern India.
Most major religious festivals of the main communities are included in the list of national holidays. Many scholars and intellectuals believe that India's predominant religion, Hinduism , has long been a most tolerant religion. The Dalai Lama , the Tibetan leader in exile, said that religious tolerance of 'Aryabhoomi,' a reference to India found in the Mahabharata , has been in existence in this country from thousands of years.
Religious tolerance is inherent in Indian tradition," the Dalai Lama said. One of King Ashoka's main concerns was to reform governmental institutes and exercise moral principles in his attempt to create a just and humane society.
Later he promoted the principles of Buddhism , and the creation of a just, understanding and fair society was held as an important principle for many ancient rulers of this time in the East. The importance of freedom of worship in India was encapsulated in an inscription of Ashoka:. King Piyadasi Ashok dear to the Gods, honours all sects, the ascetics hermits or those who dwell at home, he honours them with charity and in other ways.
But the King, dear to the Gods, attributes less importance to this charity and these honours than to the vow of seeing the reign of virtues, which constitutes the essential part of them. For all these virtues there is a common source, modesty of speech. That is to say, one must not exalt one's creed discrediting all others, nor must one degrade these others without legitimate reasons.
One must, on the contrary, render to other creeds the honour befitting them. On the main Asian continent, the Mongols were tolerant of religions. People could worship as they wished freely and openly. After the arrival of Europeans, Christians in their zeal to convert local as per belief in conversion as service of God, have also been seen to fall into frivolous methods since their arrival, though by and large there are hardly any reports of law and order disturbance from mobs with Christian beliefs, except perhaps in the north eastern region of India.
Freedom of religion in contemporary India is a fundamental right guaranteed under Article 25 of the nation's constitution. Accordingly, every citizen of India has a right to profess, practice and propagate their religions peacefully. In September , the Indian state of Kerala 's State Election Commissioner announced that "Religious heads cannot issue calls to vote for members of a particular community or to defeat the nonbelievers". Even today, most Indians celebrate all religious festivals with equal enthusiasm and respect.
Most Roman Catholic kingdoms kept a tight rein on religious expression throughout the Middle Ages. Jews were alternately tolerated and persecuted, the most notable examples of the latter being the expulsion of all Jews from Spain in Some of those who remained and converted were tried as heretics in the Inquisition for allegedly practicing Judaism in secret. Despite the persecution of Jews, they were the most tolerated non-Catholic faith in Europe. However, the latter was in part a reaction to the growing movement that became the Reformation.
As early as , John Wycliffe in England denied transubstantiation and began his translation of the Bible into English. He was condemned in a Papal Bull in , and all his books were burned. Not entirely trusting in his safety, he made his will before he left. His forebodings proved accurate, and he was burned at the stake on 6 July The Council also decreed that Wycliffe's remains be disinterred and cast out.
This decree was not carried out until After the fall of the city of Granada , Spain, in , the Muslim population was promised religious freedom by the Treaty of Granada , but that promise was short-lived. In , Granada's Muslims were given an ultimatum to either convert to Christianity or to emigrate.
The majority converted, but only superficially, continuing to dress and speak as they had before and to secretly practice Islam. Martin Luther published his famous 95 Theses in Wittenberg on 31 October His major aim was theological, summed up in the three basic dogmas of Protestantism:.
In consequence, Luther hoped to stop the sale of indulgences and to reform the Church from within. After he refused to recant, he was declared heretic. He was excommunicated by Papal Bull in However, the movement continued to gain ground in his absence and spread to Switzerland.
Huldrych Zwingli preached reform in Zürich from to He opposed the sale of indulgences, celibacy, pilgrimages, pictures, statues, relics, altars, and organs. This culminated in outright war between the Swiss cantons that accepted Protestantism and the Catholics.
The Catholics were victorious, and Zwingli was killed in battle in The Catholic cantons were magnanimous in victory. The defiance of Papal authority proved contagious, and in , when Henry VIII of England was excommunicated for his divorce and remarriage to Anne Boleyn, he promptly established a state church with bishops appointed by the crown.
This was not without internal opposition, and Thomas More , who had been his Lord Chancellor, was executed in for opposition to Henry. In , the Swiss canton of Geneva became Protestant. In , the Bernese imposed the reformation on the canton of Vaud by conquest. They sacked the cathedral in Lausanne and destroyed all its art and statuary.
John Calvin , who had been active in Geneva was expelled in in a power struggle, but he was invited back in The same kind of seesaw back and forth between Protestantism and Catholicism was evident in England when Mary I of England returned that country briefly to the Catholic fold in and persecuted Protestants. However, her half-sister, Elizabeth I of England was to restore the Church of England in , this time permanently, and began to persecute Catholics again.
The King James Bible commissioned by King James I of England and published in proved a landmark for Protestant worship, with official Catholic forms of worship being banned. In France, although peace was made between Protestants and Catholics at the Treaty of Saint Germain in , persecution continued, most notably in the Massacre of Saint Bartholomew's Day on 24 August , in which thousands of Protestants throughout France were killed. A few years before, at the "Michelade" of Nîmes in , Protestants had massacred the local Catholic clergy.
Bohemia present-day Czech Republic enjoyed religious freedom between and , and became one of the most liberal countries of the Christian world during that period of time. The so-called Basel Compacts of declared the freedom of religion and peace between Catholics and Utraquists.
The privileged position of the Catholic Church in the Czech kingdom was firmly established after the Battle of White Mountain in Gradually freedom of religion in Bohemian lands came to an end and Protestants fled or were expelled from the country.
In the meantime, in Germany Philip Melanchthon drafted the Augsburg Confession as a common confession for the Lutherans and the free territories. It was presented to Charles V in Each state was to take the religion of its prince, but within those states, there was not necessarily religious tolerance. Citizens of other faiths could relocate to a more hospitable environment. In France, from the s, many attempts to reconcile Catholics and Protestants and to establish tolerance failed because the State was too weak to enforce them.
It took the victory of prince Henry IV of France, who had converted into Protestantism, and his accession to the throne, to impose religious tolerance formalized in the Edict of Nantes in Intolerance remained the norm until Louis XVI, who signed the Edict of Versailles , then the constitutional text of 24 December , granting civilian rights to Protestants.
The French Revolution then abolished state religion and confiscated all Church property, turning intolerance against Catholics. Calvinism, however, was prohibited.
Calvinism was included among the accepted religions in However, it was more than a religious tolerance; it declared the equality of the religions, prohibiting all kinds of acts from authorities or from simple people, which could harm other groups or people because of their religious beliefs.
The emergence in social hierarchy wasn't dependent on the religion of the person thus Transylvania had also Catholic and Protestant monarchs, who all respected the Edict of Torda. The lack of state religion was unique for centuries in Europe. Therefore, the Edict of Torda is considered as the first legal guarantee of religious freedom in Christian Europe. Act of Religious Tolerance and Freedom of Conscience: If not, no one shall compel them for their souls would not be satisfied, but they shall be permitted to keep a preacher whose teaching they approve.
Therefore none of the superintendents or others shall abuse the preachers, no one shall be reviled for his religion by anyone, according to the previous statutes, and it is not permitted that anyone should threaten anyone else by imprisonment or by removal from his post for his teaching. For faith is the gift of God and this comes from hearing, which hearings is by the word of God. Four religions Catholicism , Lutheranism , Calvinism , Unitarianism were named as accepted religions religo recepta , having their representatives in the Transylvanian Diet, while the other religions, like the Orthodoxs , Sabbatarians and Anabaptists were tolerated churches religio tolerata , which meant that they had no power in the law making and no veto rights in the Diet, but they were not persecuted in any way.
Thanks to the Edict of Torda, from the last decades of the 16th Century Transylvania was the only place in Europe, where so many religions could live together in harmony and without persecution. This religious freedom ended however for some of the religions of Transylvania in After this year the Sabbatarians begun to be persecuted, and forced to convert to one of the accepted religions of Transylvania.
Also the Unitarians despite of being one of the "accepted religions" started to be put under an ever-growing pressure, which culminated after the Habsburg conquest of Transylvania ,  Also after the Habsburg occupation, the new Austrian masters forced in the middle of the 18th century the Hutterite Anabaptists who found a safe heaven in in Transylvania, after the persecution to which they were subjected in the Austrian provinces and Moravia to convert to Catholicism or to migrate in another country, which finally the Anabaptists did, leaving Transylvania and Hungary for Wallachia, than from there to Russia, and finally in the United States.
In the Union of Utrecht 20 January , personal freedom of religion was declared in the struggle between the Northern Netherlands and Spain. The Union of Utrecht was an important step in the establishment of the Dutch Republic from to Under Calvinist leadership, the Netherlands became the most tolerant country in Europe. It granted asylum to persecuted religious minorities, such as the Huguenots, the Dissenters, and the Jews who had been expelled from Spain and Portugal.
When New Amsterdam surrendered to the English in , freedom of religion was guaranteed in the Articles of Capitulation.
It benefitted also the Jews who had landed on Manhattan Island in , fleeing Portuguese persecution in Brazil. Intolerance of dissident forms of Protestantism also continued, as evidenced by the exodus of the Pilgrims, who sought refuge, first in the Netherlands, and ultimately in America, founding Plymouth Colony in Massachusetts in William Penn , the founder of Philadelphia, was involved in a case which had a profound effect upon future American laws and those of England.
In a classic case of jury nullification, the jury refused to convict William Penn of preaching a Quaker sermon, which was illegal. Even though the jury was imprisoned for their acquittal, they stood by their decision and helped establish the freedom of religion. The statute served as the basis for the legal position of Jews in Poland and led to the creation of the Yiddish -speaking autonomous Jewish nation until The statute granted exclusive jurisdiction of Jewish courts over Jewish matters and established a separate tribunal for matters involving Christians and Jews.
Additionally, it guaranteed personal liberties and safety for Jews including freedom of religion, travel, and trade. The statute was ratified by subsequent Polish Kings: Poland freed Jews from direct royal authority, opening up enormous administrative and economic opportunities to them.
The right to worship freely was a basic right given to all inhabitants of the future Polish—Lithuanian Commonwealth throughout the 15th and early 16th century, however, complete freedom of religion was officially recognized in during the Warsaw Confederation.
Polish—Lithuanian Commonwealth kept religious freedom laws during an era when religious persecution was an everyday occurrence in the rest of Europe.
Most of the early colonies were generally not tolerant of dissident forms of worship, with Maryland being one of the exceptions. For example, Roger Williams found it necessary to found a new colony in Rhode Island to escape persecution in the theocratically dominated colony of Massachusetts. The Puritans of the Massachusetts Bay Colony were the most active of the New England persecutors of Quakers , and the persecuting spirit was shared by Plymouth Colony and the colonies along the Connecticut river.
Freedom of religion was first applied as a principle of government in the founding of the colony of Maryland, founded by the Catholic Lord Baltimore , in The Maryland Toleration Act was repealed during the Cromwellian Era with the assistance of Protestant assemblymen and a new law barring Catholics from openly practicing their religion was passed.
This time, it would last more than thirty years, until  when, after Maryland's Protestant Revolution of , freedom of religion was again rescinded. Catholics and later on Jews also had full citizenship and free exercise of their religions.
Williams gave the most profound argument: As faith is the free work of the Holy Spirit , it cannot be forced on a person.
Therefore, strict separation of church and state has to be kept. It was the inseparable connection between democracy, religious freedom, and the other forms of freedom which became the political and legal basis of the new nation. Reiterating Maryland's and the other colonies' earlier colonial legislation, the Virginia Statute for Religious Freedom , written in by Thomas Jefferson , proclaimed:.
Those sentiments also found expression in the First Amendment of the national constitution, part of the United States' Bill of Rights: The United States formally considers religious freedom in its foreign relations. The International Religious Freedom Act of established the United States Commission on International Religious Freedom which investigates the records of over other nations with respect to religious freedom, and makes recommendations to submit nations with egregious records to ongoing scrutiny and possible economic sanctions.
Many human rights organizations have urged the United States to be still more vigorous in imposing sanctions on countries that do not permit or tolerate religious freedom.
Freedom of religion in Canada is a constitutionally protected right, allowing believers the freedom to assemble and worship without limitation or interference.
Canadian law goes further, requiring that private citizens and companies provide reasonable accommodation to those, for example, with strong religious beliefs. The Canadian Human Rights Act allows an exception to reasonable accommodation with respect to religious dress, such as a Sikh turban , when there is a bona fide occupational requirement, such as a workplace requiring a hard hat. This declaration recognizes freedom of religion as a fundamental human right in accordance with several other instruments of international law.
However, the most substantial binding legal instruments that guarantee the right to freedom of religion that was passed by the international community is the Convention on the Rights of the Child which states in its Article In , the UN's human rights committee declared that article 18 of the International Covenant on Civil and Political Rights "protects theistic, non-theistic and atheistic beliefs, as well as the right not to profess any religion or belief. Despite this, minority religions still are persecuted in many parts of the world.
The French philosopher Voltaire noted in his book on English society, Letters on the English , that freedom of religion in a diverse society was deeply important to maintaining peace in that country.
That it was also important in understanding why England at that time was more prosperous in comparison to the country's less religiously tolerant European neighbours. Adam Smith , in his book The Wealth of Nations using an argument first put forward by his friend and contemporary David Hume , states that in the long run it is in the best interests of society as a whole and the civil magistrate government in particular to allow people to freely choose their own religion, as it helps prevent civil unrest and reduces intolerance.
It is this free competition amongst religious sects for converts that ensures stability and tranquillity in the long run. Smith also points out that laws that prevent religious freedom and seek to preserve the power and belief in a particular religion will, in the long run, only serve to weaken and corrupt that religion, as its leaders and preachers become complacent, disconnected and unpractised in their ability to seek and win over new converts: The interested and active zeal of religious teachers can be dangerous and troublesome only where there is either but one sect tolerated in the society, or where the whole of a large society is divided into two or three great sects; the teachers of each acting by concert, and under a regular discipline and subordination.
But that zeal must be altogether innocent, where the society is divided into two or three hundred, or, perhaps, into as many thousand small sects, of which no one could be considerable enough to disturb the public tranquillity. The teachers of each sect, seeing themselves surrounded on all sides with more adversaries than friends, would be obliged to learn that candour and moderation which are so seldom to be found among the teachers of those great sects.
Hinduism is one of the more broad-minded religions when it comes to religious freedom. Hindus believe in different ways to preach attainment of God and religion as a philosophy and hence respect all religions as equal.
One of the famous Hindu sayings about religion is: However, Judaism also exists in many forms as a civilization, possessing characteristics known as peoplehood, rather than strictly as a religion. However, these laws are not adhered to anymore as Jews have usually lived among a multi-religious community.
After the conquest of the Kingdoms of Israel and Judea by the Roman Empire, a Jewish state did not exist until with the establishment of the State of Israel. For over years Jewish people lived under pagan, Christian, Muslim, etc. As such Jewish people in some of these states faced persecution. In the Middle East, Jews were categorised as dhimmi, non- Muslims permitted to live within a Muslim state. Even though given rights within a Muslim state, a dhimmi is still not equal to a Muslim within Muslim society, the same way non-Jewish Israeli citizens are not equal with Jewish citizens in modern-day Israel.
Possibly because of this history of long term persecution, Jews in modernity have been among the most active proponents of religious freedom in the US and abroad and have founded and supported anti-hate institutions, including the Anti-Defamation League, the Southern Poverty Law Center and the American Civil Liberties Union.
Jews are very active in supporting Muslim and other religious groups in the US against discrimination and hate crimes and most Jewish congregations throughout the US and many individual Jews participate in interfaith community projects and programs. While the Israel Declaration of Independence stresses religious freedom as a fundamental principle, in practice the current [ timeframe? However, as a nation state, Israel is very open towards other religions and religious practices, including public Muslim call to prayer chants and Christian prayer bells ringing in Jerusalem.
Israel has been evaluated in research by the Pew organization as having "high" government restrictions on religion. The government recognizes only Orthodox Judaism in certain matters of personal status, and marriages can only be performed by religious authorities. The government provides the greatest funding to Orthodox Judaism, even though adherents represent a minority of citizens.
Women of the Wall have organized to promote religious freedom at the Wall. Rabbi Joel Levy, director of the Conservative Yeshiva in Jerusalem, said that he had submitted the request on behalf of the students and saw their shock when the request was denied. According to the Catholic Church in the Vatican II document on religious freedom, Dignitatis Humanae , "the human person has a right to religious freedom", which is described as "immunity from coercion in civil society".
The Syllabus was made up of phrases and paraphrases from earlier papal documents, along with index references to them, and presented as a list of "condemned propositions". It does not explain why each particular proposition is wrong, but it cites earlier documents to which the reader can refer for the Pope's reasons for saying each proposition is false.
Among the statements included in the Syllabus are: Some Orthodox Christians, especially those living in democratic countries, support religious freedom for all, as evidenced by the position of the Ecumenical Patriarchate.
Many Protestant Christian churches, including some Baptists , Churches of Christ , Seventh-day Adventist Church and main line churches have a commitment to religious freedoms. However others, such as African scholar Makau Mutua , have argued that Christian insistence on the propagation of their faith to native cultures as an element of religious freedom has resulted in a corresponding denial of religious freedom to native traditions and led to their destruction.
As he states in the book produced by the Oslo Coalition on Freedom of Religion or Belief, "Imperial religions have necessarily violated individual conscience and the communal expressions of Africans and their communities by subverting African religions. In their book Breaking India , Rajiv Malhotra and Aravindan Neelakandan discussed the "US Church" funding activities in India, such as the popularly advertised campaigns to "save" poor children by feeding, clothing, and educating them, with the book arguing that the funds collected were being used not so much for the purposes indicated to sponsors, but for indoctrination and conversion activities.
They suggest that this nexus of players includes not only church groups, government bodies, and related organizations, but also private think tanks and academics. Joel Spring has written about the Christianization of the Roman Empire:. Christianity added new impetus to the expansion of empire. Increasing the arrogance of the imperial project, Christians insisted that the Gospels and the Church were the only valid sources of religious beliefs. Imperialists could claim that they were both civilizing the world and spreading the true religion.
By the 5th century, Christianity was thought of as co-extensive with the Imperium romanum. This meant that to be human, as opposed to being a natural slave, was to be "civilized" and Christian. Conversion to Islam is simple, but Muslims are forbidden to convert from Islam to another religion.
Certain Muslim-majority countries are known for their restrictions on religious freedom, highly favoring Muslim citizens over non-Muslim citizens. Other countries [ who? Even other Muslim-majority countries are secular and thus do not regulate religious belief.
Thus, this supports the argument against the execution of apostates in Islam. However, on the other hand, some Muslims support the practice of executing apostates who leave Islam, as in Bukhari: In Iran, the constitution recognizes four religions whose status is formally protected: Zoroastrianism, Judaism, Christianity, and Islam. Among the most contentious areas of religious freedom is the right of an individual to change or abandon his or her own religion apostasy , and the right to evangelize individuals seeking to convince others to make such a change.
Other debates have centered around restricting certain kinds of missionary activity by religions. Many Islamic states, and others such as China, severely restrict missionary activities of other religions.
Greece, among European countries, has generally looked unfavorably on missionary activities of denominations others than the majority church and proselytizing is constitutionally prohibited. A different kind of critique of the freedom to propagate religion has come from non-Abrahamic traditions such as the African and Indian.
African scholar Makau Mutua criticizes religious evangelism on the ground of cultural annihilation by what he calls "proselytizing universalist faiths" Chapter Proselytism and Cultural Integrity, p.
Some Indian scholars  have similarly argued that the right to propagate religion is not culturally or religiously neutral. In Sri Lanka, there have been debates regarding a bill on religious freedom that seeks to protect indigenous religious traditions from certain kinds of missionary activities.
Debates have also occurred in various states of India regarding similar laws, particularly those that restrict conversions using force, fraud or allurement. In , Christian Solidarity Worldwide , a Christian human rights non-governmental organisation which specializes in religious freedom, launched an in-depth report on the human rights abuses faced by individuals who leave Islam for another religion.
The report is the product of a year long research project in six different countries. It calls on Muslim nations, the international community, the UN and the international media to resolutely address the serious violations of human rights suffered by apostates.
In Islam, apostasy is called " ridda " "turning back" and is considered to be a profound insult to God. A person born of Muslim parents that rejects Islam is called a " murtad fitri " natural apostate , and a person that converted to Islam and later rejects the religion is called a " murtad milli " apostate from the community.
In Islamic law Sharia , the consensus view is that a male apostate must be put to death unless he suffers from a mental disorder or converted under duress, for example, due to an imminent danger of being killed. A female apostate must be either executed, according to Shafi'i , Maliki , and Hanbali schools of Sunni Islamic jurisprudence fiqh , or imprisoned until she reverts to Islam as advocated by the Sunni Hanafi school and by Shi'a scholars.
Ideally, the one performing the execution of an apostate must be an imam. However, while almost all scholars agree about the punishment, many disagree on the allowable time to retract the apostasy. Rahman, a former Chief Justice of Pakistan, argues that there is no indication of the death penalty for apostasy in the Qur'an. Religious practice may also conflict with secular law, creating debates on religious freedom. For instance, even though polygamy is permitted in Islam, it is prohibited in secular law in many countries.
This raises the question of whether prohibiting the practice infringes on the beliefs of certain Muslims. The US and India, both constitutionally secular nations, have taken two different views of this.