Exec Comp

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This white paper is a product of the ERC Fellows Program. Founded in 1922, the Ethics Resource Center (ERC) is America’s oldest nonprofit organization devoted to the advancement of high ethical standards and practices in public and private institutions. For 88 years, ERC has been a resource for public and private institutions committed to a strong ethical culture. ERC’s expertise also informs the public dialogue on ethics and ethical behavior. ERC researchers analyze current and emerging issues and produce new ideas and benchmarks that matter — for the public trust. The ERC Fellows Program is a forum for chief ethics officers, senior ethics professionals and scholars dedicated to improving ethics in the workplace. To learn more about the ERC Fellows Program, visit www.ethics.org/fellows foreword T he near-crash of the U.S. financial system begged a lot of questions for a center devoted to ethics research. How did it happen? How could it happen? How much of the fault, if any, belonged to weak ethics and ethical culture? From an ethics perspective, what did it mean? To dissect those questions and get some clarity of thinking, the ERC Fellows Program devoted its January 2010 meeting in Washington, D.C. to take a closer look at the issue. Knowledgeable speakers included Kenneth Feinberg, Special Master for TARP Executive Compensation, Business Roundtable president John Castellani, U.S. Office of Congressional Ethics staff director Leo Wise, our own ERC board chair Michael Oxley and Greg Ip of The Economist. This paper captures the thrust of our discussions. It adds context from news reports, the comments of other expert observers and results from ERC’s signature research project, the 2009 National Business Ethics Survey. Our recommendations for boards of directors are listed on page 13. ERC hopes readers find this effort useful. Portrait of america 2010: Anger and Executive Compensation A mericans are angry. Buffeted by the lash of a painful recession and irate over outsized executive compensation packages at the very Wall Street firms widely blamed for the economic turmoil, they increasingly distrust key institutions and individual leaders. Special ire is directed at the financial services sector, which many believe have rigged the game so that top level executives are rewarded handsomely even when they fail. In part, the issue is about equity – or the lack of it. Compensation for senior executives, especially CEOs, has climbed to levels that strike many as excessive under almost any circumstances. The Corporate Library reports that CEO pay at the nation’s 500 largest firms 1 averaged about $10.9 million a year – plus another $364,000 in perks. And, the gap between the boss and workers has stretched to levels that many find difficult to comprehend. The Institute for Policy Studies estimated that the average CEO earned about 319 times more than the average worker in 2008, compared to a multiple of 42 in 1980. The sums paid to executives on Wall Street are greater still, routinely reaching the tens of millions. Pay norms are so high in the financial services sector that the $17 million bonus paid to J.P. Morgan 2 Chase Company Chairman James Dimon has been called a “concession to criticism.” (In 2008, Dimon’s bonus was $28 million.) Of the difference between Wall Street and Main Street, TARP programs compensation overseer Kenneth Feinberg has observed: “It’s not a 3 gap. It’s a chasm.” In their disgust, Americans want action – to restore equity to the system and get pay back in line. From across the spectrum of experts and advocates, of political leaders and ordinary citizens, there is a belief that executive incentives have overemphasized short-term performance, encouraged excessive risk-taking, and failed to penalize poor performance. Many believe that incentive plans have tempted some CEOs to put personal financial interests ahead of good stewardship that serves the long-term interests of their organizations. Suggested solutions range widely. Some favor increased government involvement, others would expand shareholder input on pay and corporate governance, and still others believe that it is up to corporate boards to redesign compensation practices. A number of business ___________________________________ 1. 2009 Executive Pay Watch, http://aflcio.org/corporatewatch/paywatch/ 2. “Goldman Bows on CEO Pay,” by Susanne Craig and Matthias Rieker, The Wall Street Journal, Feb 5, 2010, http://online.wsj.com/article/SB10001424052748704533204575047132761932208.html 3. “Special Master Kenneth Feinberg is a Mediator’s Mediator,” by Liza Mundy, The Washington Post, January 14, 2010, http://www.washingtonpost.com/wp-dyn/content/article/2010/01/13/AR2010011304638.html. Page 1 ©2010 Ethics Resource Center organizations have prepared exhaustive studies replete with detailed proposals for adjusting the design of corporate pay packages. These studies include worthy recommendations and we examine some of them in the pages that follow. Business Roundtable President John Castellani, speaking to ERC Fellows in January 2010, noted a mismatch between the public’s definition of a high-quality company and corporate boards’ focus on financial metrics above all else. But the Ethics Resource Center believes that the conversation about compensation is most notable for the missing element of ethics. In our view, problems with compensation are symptomatic of the larger challenge of ethics. If we want to encourage leaders to think of themselves as stewards, ethics and ethical leadership belong at the heart of the compensation discussion. Certainly, addressing specific flaws in compensation plans is critical and identifying the best metrics for measuring performance is part of the answer. But we believe establishing an ethical organization is a critical first step that sets the stage for effective compensation plans. What’s more, ethical performance should be one of the metrics for determining compensation. Fundamentally, many of the problems ascribed to flawed compensation plans are really about ethical lapses. That doesn’t mean that senior executives deliberately engage in bad conduct. But it does mean that absent a continuous focus on ethics, they may find it easier to rationalize short-sighted or self-aggrandizing decisions without truly focusing on the implications for the long-term well-being of the business, its employees, customers, or shareholders. ERC’s experience shows that leaders of organizations with strong ethical cultures approach decision-making in a different context than those who operate where there is less emphasis on ethics. In an ethical culture, considerations such as organization’s longterm well being or employee welfare are more likely to come to the fore. In a less ethical culture, those types of considerations may be secondary. To that end, the Ethics Resource Center Fellows Program initiated an examination of ethics and compensation. We wanted to explore the source of compensation problems and how they might be resolved. In January 2010, we assembled representatives from government, academia, and the corporate sector to discuss with us the role of government, the responsibilities of corporate boards, and how ethics and compliance officers might help. In the pages that follow, we provide details of our discussion, including the presentations from our January conference, an examination of pay trends, government efforts to police abuses, possible adjustments to compensation plans, and recommendations for strengthening the role of ethics in executive pay. conversation about compensation is most notable for the missing element of ethics << the >> Page 2 ©2010 Ethics Resource Center ceo Pay and executive comPensation: What Went Wrong? Looking back on the financial meltdown of fall 2008 as well as earlier problems in the housing market, there is now a wide consensus that inadequate risk management helped precipitate the economic debacle. Many believe that faulty compensation practices contributed to the failures to take adequate account of risk. Treasury Secretary Tim Geithner sums it up this way: “Some of the decisions that contributed to this crisis occurred when people were able to earn immediate gains without their compensation reflecting the long term risks they were taking 4 for their companies and their shareholders.” In hindsight, it is now plain that many compensation plans were flawed by poorly designed incentives that allowed CEOs to win, but never lose. Particularly in financial service industries, pay structures often encouraged CEOs to focus on short-term gain without regard to its sustainability, roll the dice on high-risk strategies in order to trigger incentive pay, and neglect long-term planning. And, as the Conference Board notes, public anger over CEO compensation extends “to sev5 erance and other arrangements where payouts appear unrelated to performance.” The consequences go well beyond personal enrichment for CEOs. The drive to reach shortterm goals can translate into business strategies that can ruin a business, cost employees their jobs, and even spill over into the general economy. In a bid to drive revenues and stock prices higher, many financial institutions went on lending binges – reducing loan standards excessively and rewarding executives for closing deals without regard for how the transaction worked out in the long run. The predictable longer-term result was too many bad loans and record defaults by a wide range of borrowers – from individual homeowners to market speculators and even governments – who had taken on more debt than they could repay. ___________________________________ 4. Treasury Secretary Tim Geithner, Statement on Compensation, June 10, 2009, http://www.treas.gov/press/ releases/tg163.htm 5. “The Conference Board Task Force on Executive Compensation,” September 21, 2009, http://www.confer ence-board.org/pdf_free/ExecCom-pensation2009.pdf Page 3 ©2010 Ethics Resource Center Concerns about compensation are shared by the very board members who are responsible for pay structures. The National Association of Corporate Directors (NACD) reports that 88 percent of board members it surveyed say that CEO pay is either too high or somewhat 6 high relative to performance. Specific flaws that now appear evident include: n Incentive targets that were too easy to attain n Incentives encouraged high-risk strategies to meet short-term targets, but without sufficient regard for long-term impact or penalty for subsequent reverses n Poor design rewarded executives for riding the tide of market rallies even when the company under performed its peers n Incentive terms were adjusted in mid-stream so that CEOs were rewarded even when missing their targets n Penalties such as clawbacks were lacking when short-term gains were reversed or misconduct occurred n Incentives were based only on financial metrics without regard to other elements of leadership n There was inadequate disclosure, including complicated compliance documents that hid potentially objectionable arrangements in an ocean of legalese ___________________________________ 6. “White Papers: Series I, Risk Oversight, Transparency, Strategy, Executive Compensation,” National Association of Corporate Directors, March 2009. https://secure.nacdonline.org/source/members/whitepapersnew/white-papers.cfm Page 4 ©2010 Ethics Resource Center the Government and executive comPensation But identifying the flaws is not enough. Somebody must impose solutions. Over the past two decades, the government has made efforts in this direction. But the results have been mixed, at best, and participants in ERC’s 2010 Fellows meeting doubt the government is the best institution to provide answers. Business Roundtable President John Castellani told ERC’s January conference that a government-imposed solution to compensation is impractical because every individual company faces a unique set of considerations, while “the government does one-size fits all.” TARP paymaster Kenneth Feinberg said the best the government can do is establish “the outer limit” of what is acceptable. He echoed Castellani’s concern about the difficulty of applying broad-based government rules to individual companies with vastly different business models and operating in widely varying industries and circumstances. Feinberg also noted serious philosophical questions about how much government is too much. He observed that his unprecedented authority for approving compensation plans for TARP companies can be justified because the taxpayers have become the majority shareholders and their interests are, therefore, entitled to preference. But he doubts the wisdom of similar government intervention across the private sector, warning: “Be careful about asking government to try to inculcate virtue. That sounds pretty Orwellian to me.” He noted that his own authority was limited to a handful of companies, but he said there might be ancillary benefits if other companies voluntarily adopted the compensation principles he has mapped out in his work. However, history shows the limits of government intervention in fixing private compensation problems. Among the initial government forays into private sector pay was a 1993 bid to cap executive salaries by limiting to $1 million the amount of an individual salary that companies could deduct as a business expense. As it turned out, the cap shifted the composition of compensation packages toward incentive-based pay, but did not limit total compensation. At first, the shift toward incentive-based pay was considered a good outcome that would align CEOs and shareholders. But as we now know, flawed incentive plans can create problems of their Page 5 ©2010 Ethics Resource Center own. In addition, a separate 1992 decision by the Securities and Exchange Commission requiring enhanced disclosure of executive pay may have helped trigger a race to the top as CEOs vied to earn more than their peers. Instead of embarrassing CEOs because their pay was so large, disclosure often touched off a competitive instinct to outdo peers. As Nell Minow of Corporate Library has explained: “In the museum of unintended consequences, this is Exhibit A. The first thing that happened was that everybody got a raise to a million dollars. The second was that companies 7 started issuing bazillions of options” so that total compensation went higher. Some argue that linking pay to performance created a mind set in which bonuses are viewed as an entitlement and performance targets are just a number to be manipulated. Without a strong ethical culture, incentive compensation plans can tempt senior executives to fatten their wallets by meeting certain performance metrics even if they have to skirt ethical boundaries to do so. Despite government’s concern and complaints from the public, CEO compensation at large companies has skyrocketed over the past two decades from about $750,000 to more than $10 8 million annually on average, far outstripping the average worker. Reflecting on pay issues in a 2003 report, the National Association of Corporate Directors observed: “Some executives have accumulated enormous wealth that has little – or even negative – correlation with their contribution to the long-term performance of their companies. In too many instances, executives have received generous pay after periods of undistinguished or worse yet, failing performance…. Some believe that the societal contract 9 between Corporate America and society has been ruptured.” During 2009, public disapproval focused largely on Wall Street investment houses, several of which required extensive government assistance under the TARP bailout program, but continued to pay handsome bonuses to employees. In a July 2009 report, New York Attorney General Andrew Cuomo said the banks’ compensation plans were a free ride that imposed no penalty for risky activities that fail. <> ___________________________________ 7. “The Pay Problem,” David Owen, The New Yorker, Oct 12, 2009, http://www.newyorker.com/reporting /2009/10/12/091012fa_fact_owen 8. 2009 Executive Pay Watch, http://www.aflcio.org/corporatewatch/paywatch/ 9. “Executive Compensation and the Role of the Compensation Committee,” National Association of Corporate Directors, 2003 Page 6 ©2010 Ethics Resource Center He noted, for example, that Citigroup and Merrill Lynch together lost $54 billion in 2008, but paid out nearly $9 billion in bonuses. To sum up, Cuomo put it this way: “There is no clear rhyme or reason to the way banks compensate and reward their employees … [C]ompensation for bank employees has become unmoored from the banks’ financial per10 formance.” Seeking to realign incentives to take better account of risk and long-term performance, Feinberg ordered the firms to amend payment plans, rejected cash bonuses based on shortterm performance, and shifted some payments from cash to restricted stock. Although emphasizing that his options are bounded by Congressional directives, Feinberg concedes that concepts he’s embraced are “designed to send a message not only to these companies, 11 but, we hope, to the greater corporate community.” Still, former U.S. Representative and ERC Chairman Michael Oxley, co-author of the Sarbanes-Oxley law that helped overhaul corporate governance for U.S. public companies, said government may ultimately step in. Although conceding his own reservations about government’s ability to impose an ethical mindset or change human behavior, Oxley told the ERC Fellows that he has been personally “radicalized” by “cowboy capitalism” that has inflated individual wealth while imposing great risks on the economy. He suggested that the best role for government was to push for enhanced disclosure surrounding compensation practices. “Instead of trying to force-feed ethics, it seems to me the role of government ought to be to have the business sector be as transparent as possible,” Oxley said. But he warned that “massive intervention by the government” was possible if boards failed to do a better job of reining in compensation. “Time is running out to see some courage and some leadership by boards of directors,” Oxley warned. “If that doesn’t happen, somebody is going to do it [reform compensation] for them.” ___________________________________ 10. “No Rhyme or Reason: ‘The Heads I Win, Tails You Lose Bank Bonus Culture,’” NY Attorney General Andrew Cuomo, July 2009, http://www.oag.state.ny.us/media_center/2009/july/pdfs/Bonus%20Report%20 Final%207.30.09.pdf 11. “Treasury Restricts Pay at Four Firms” by Deborah Solomon and Jessica Holzer, The Wall Street Journal, December 14, 2009, http://online.wsj.com/article/SB126054988133487507.html doesn’t happen, somebody is going to do it [reform compensation] for them << If that >> Page 7 ©2010 Ethics Resource Center ideas for imProvinG comPensation Policies If boards opt to take up Oxley’s challenge, they will have lots of ideas to choose from. Many compensation plans are already well designed to focus executives on long-term considerations and to find the right balance between business risk and returns. For plans that fall short, there is wide agreement on both broad goals and specific adjustments that should help. The National Association of Corporate Directors (NACD), in its 2009 white paper on compensation, said the overriding goal is “to design pay packages that encourage long-term commitment to the organization’s well being” and also “dissuade executives from crossing 12 established boundaries.” The Conference Board calls for “strong links between performance and compensation,” greater transparency for the decision-making process, and in13 creased dialogue between board and shareholder to resolve compensation issues. To that end, compensation experts and a variety of business organizations have identified a number of keys for designing fair compensation plans, such as: n Pay a larger percentage of compensation with restricted company stock that must be held for several years to give executives a personal interest in sustaining financial performance over the longer term n Connect compensation with company strategy, including an assessment of appropriate risk levels n Link performance metrics to appropriate business peers to provide a fairer measurement of relative achievement and to account for external factors that affect the industry as a whole n Establish clawback provisions that enable companies to recover compensation from executives who have damaged the company through misconduct, and to encourage executives to focus on the long-term even as they near the end of their service n Create a more level playing field between top management and employees by cutting back on CEO perks and eliminating overly generous severance packages, golden parachutes and tax gross-ups that reward executives no matter how they perform ___________________________________ 12. NACD white paper, op. cit. 13. The Conference Board Task Force, op. cit. Page 8 ©2010 Ethics Resource Center n Commit to strong transparency policies to inform shareholders about company strategy and performance and include transparency as an element for measuring CEO performance n Identify non-financial metrics, such as ethical leadership, for assessing CEO performance and awarding incentive pay n Establish independent compensation committees that, in the words of the Conference Board, “think and act like an owner” and engage their own 14 independent advisors ___________________________________ 14. The Conference Board Task Force, ibid Page 9 ©2010 Ethics Resource Center ethics as an incentive in comPensation If, as most agree, the government can’t or shouldn’t be in the business of designing compensation plans, the responsibility must fall on corporate boards and company managers. They are the ones with the information and operational control to tailor plans to the needs of a specific company. But absent an ethical culture, even the best designed compensation plan can only do so much. Barry Schwartz, a professor of psychology at Swarthmore, says the problem with incentives is that “they get you exactly what you pay for, but it never turns out to be what you 15 want” because smart people figure out how to manipulate almost any numeric metric. Similarly, former Enron prosecutor Leo Wise – now staff director of the Office of Congressional Ethics – illustrated for ERC Fellows how a bad culture can trump all, especially when the ethical blinders begin at the top of the organization. Wise pointed to Enron founder and CEO Ken Lay for delivering the wrong message from the top, as exemplified by Lay’s courtroom argument that “you should not be a slave to rules.” Wise also observed that fraud permeated the organization as lower level employees mimicked bad behavior in order to meet their own compensation targets. He said the company’s structure fostered internal competition so that many thought the only way to keep pace with a group that cheated was to do likewise. He said employees working on CFO Andrew Fastow’s projects provided a negative model that others adopted in order to keep up. In other instances, he added, good people rationalize bad behavior to help their company survive through “temporary” downturns. They plan to set things right later, “but they never get out of the hole.” John Castellani of the Business Roundtable suggested that lapses arise because “the unrelenting desire for short-term results leads to silly things.” Wise, Castellani and Schwartz are really talking about ethics – the difference between what is legal and what is appropriate; the difference between technical compliance with a rule and honoring the spirit of the rules. “That has to come from the culture of the company,” Castellani told the Fellows. It’s commonly referred to as “tone at the top,” and it makes a difference. When that tone is bad, as at Enron, it can permeate an organization and pressure otherwise honest people to go against their best instincts. But when organizations have a strong ethical tone at the top, employees will collectively work to succeed through honest ___________________________________ 15. “The Dark Side of Incentives,” Barry Schwartz, BusinessWeek, November 23, 2009, http://www.businessweek.com/magazine/content/09_47/b4156084807874.htm?campaign_id=rss_null << But absent an ethical culture, even the best designed compensation plan can only do so much. >> Page 10 ©2010 Ethics Resource Center effort to deliver value to customers and help the company earn a profit – but always within the rules. ERC’s National Business Ethics Survey (NBES) shows that employees respond well to strong ethical leadership. The 2009 NBES reported that nine of ten employees at companies with strong ethical cultures said their CEO’s compensation was appropriate, compared to 45 percent who approved of CEO pay in companies with a “weak leaning culture,” and 20 percent 16 who gave a thumbs-up to executive compensation at companies with “weak cultures.” The NBES data suggest — as the Fellows panel noted — that leaders directly affect the ethical culture of their company and that culture is the largest influence on employee conduct. The better the tone at the top, the less misconduct is observed in the ranks below. Among employees with a weak perception of their leaders, 93 percent said they had observed misconduct. At the opposite end of the scale, among workers with strong leaders, only 29 percent saw misconduct. The better the tone and the less misconduct, the more widespread the feeling among employees that executive compensation is fair and appropriate. Still, at many U.S. companies, tone-at-the-top may not be a significant consideration in the compensation packages or incentive goals for senior executives. That’s a significant failing because many of the specific problems ascribed to flawed compensation policies can be viewed as ethical lapses. Isn’t it really about ethics when: n Leaders expose their companies and employees to needless risk in order to meet short-term financial goals? n Leaders direct or approve financial trickery that, though legal, overstates a company’s true financial performance in order to trigger incentive payments? n Boards alter performance measurements in mid-stream to ensure that CEOs receive their incentive payments? n Boards set performance standards so low that CEOs earn incentive pay and bonuses almost automatically – even when companies lose money or run well behind their peers? n Legalistic or limited disclosures obscure key features and make it hard for shareholders to understand compensation plans? ___________________________________ 16. “2009 National Business Ethics Survey: Ethics in Recession,” Ethics Resource Center, November 18, 2009, http://ethics.org/nbes/ Page 11 ©2010 Ethics Resource Center The ERC believes that a new focus on ethical leadership must be part of fixing compensation policies for the long-term. Ethical conduct and leadership should become a written core component of every executive’s performance goals. Just as tying pay to financial metrics provides individuals the incentive to “make the numbers,” connecting ethics to financial reward will encourage executives to think harder about how they go about their business and the example they set for fellow employees who follow their lead. Compensation plans will be more successful in the context of an ethical culture because it forces the executive to think twice about what is appropriate and what is inappropriate in striving to attain various incentive goals. The impact of ethics is even greater if ethical conduct is an explicit criterion for earning incentive pay. And this view is gaining currency beyond ERC. For example, the Committee for Economic Development (CED), in a January 2010 policy brief, argues that “promotion of an integrity culture through systems and processes embedded in business operations” should have equal weight with operational results and effective risk assessment in determining compensation for the CEO and other senior executives. CED also would strengthen the link between ethics and compensation by providing for full cancellation of incentive compensation and/ or clawbacks of previous incentive payments due to negligent or intentional acts such as a 17 significant misstatement of company financials or “a major integrity lapse.” ERC research shows that companies that have adopted ERC’s metric for ethical leadership as a performance goal benefit from improved organizational cultures. When individual managers meet ethical goals, ERC research shows that their behavior filters down to their direct reports and spreads throughout the organization. And ethical leadership isn’t just about CEO conduct or compensation plans. Boards, too, need to focus on ethics and insist on ethical conduct across the business. Tone at the top must begin at the board level both in the way the board conducts itself and in setting expectations for how the company operates. << Connecting ethics to financial reward will encourage executives to think harder about how they go about their business and the example they set for fellow employees >> ___________________________________ 17. “Restoring Trust in Corporate Governance: The Six Essential Tasks of Boards of Directors and Business Leaders,” The Committee for Economic Development, January 2010, http://www.ced.org/images/library/ reports/corporate_governance/cgPolicyBrief0110.pdf Page 12 ©2010 Ethics Resource Center To that end, ERC recommends that a corporate board: n Establish an Ethics Committee of the board to monitor its own activity, to assess the organization’s ethical culture, and to ensure that ethical leadership is a priority for senior management n Recruit knowledgeable ethics professionals for board seats to provide other directors with a strong understanding of how to make ethics part of the organization’s culture n Call on internal ethics and compliance personnel to develop metrics to measure ethical culture and present data to the board to help tie executive pay to ethical leadership n Establish financial incentives for ethical leadership by the CEO, because money talks. When a CEO’s personal wealth is affected by ethics, he or she will know the board is serious about building an ethical culture and not just giving it lip service n Insist on transparency by communicating clearly about compensation packages and other fundamental corporate decisions. Transparency itself encourages ethics because the knowledge that one’s actions will be publicly disclosed tends to discourage both misconduct and legal, but embarrassing, actions n Consider the issue of pay equity and whether there should be limits on executive pay and whether the gap between CEO pay and worker pay should be capped in some way n Prepare for a return to business as usual as the economy grows stronger. Put in place systems that help build ethical awareness over the long term. Without such systems, laxness about standards may set in as the crisis subsides and good times return Today, in the aftermath of recession and in response to public concern about pay, boards and management are paying more attention to ethics. But history, as reflected in ERC’s National Business Ethics Surveys, shows that this trend will likely prove temporary unless boards and the companies they serve take action to make ethics a permanent part of the company’s operational structure. Unfortunately, we tend to get lazy about standards when Page 13 ©2010 Ethics Resource Center times are good. As ERC Chairman Michael Oxley observed at the January Fellows conference: “We were all living above our means. We were taking too much risk. Nobody cared as long as the cash register kept ringing because nobody shoots the bartender when the drinks are on the house.” And that’s a problem because executives and organizations that do not make an ethical culture a permanent priority risk long-term business problems. Ethical culture is the single biggest factor in deterring misconduct, and bad behavior by even a small number of employees can jeopardize a company. Which is why we need to act now, a time when public anger has created an opportunity for fixing problems. As ERC President Patricia J. Harned has observed: “Right now, we have an ethics bubble, but it’s unlikely to last unless we act to make it permanent. History tells us that when times are tough, ethics improve. When business thrives and regulatory oversight eases, ethics erode.” Page 14 ©2010 Ethics Resource Center Ethics Resource Center 2345 Crystal Drive, Suite 201 Arlington, VA 22202 USA Telephone: 703.647.2185 FAX: 703.647.2180 Email: [email protected] Visit Our Website: http://www.ethics.org