Who approves CEO expenses?
I am struggling to deal with my CEO who has questionable expense reports. Any ideas?
Answers
The answer to this question is both straightforward and uncomfortable. Finance is the keeper of corporate funds in all companies, public or private, so when in doubt, you have to investigate regardless of level/title.
If you have a Code of Conduct, you should follow it. If you don't, you should follow what a Code of Conduct would prescribe.
First, again you have to investigate. You (or the
The key here is to follow the investigative and disciplinary process without regard to the fact that person involved is the CEO. In fact, diligence should be top-notch when the subject is a senior officer.
The correct answer 100% depends upon the corporate structure of your firm.
If this is a family owned company with the CEO acting as the founder and/or only shareholder, it is 100% up to him/her how this money is spent. In an ideal world, one would have the ability to confront the CEO about these expenses, but the CEO would also have the ability to say "shut up and go away".
In the alternative, if there are multiple shareholders who should know about these expenses, if you choose to solve the problem directly, you must talk with the CEO. If you choose an indirect route, you can indicate in the monthly summary to the shareholders that there are "unresolved expenditures" in the books. This might start the snowball rolling down the hill in terms of people asking questions. This allows you to put the uncomfortable task of questioning the CEO on others rather just upon your own shoulders.
Wouldn't the IRS disapprove? And if they did, they could attack the treatment by simply disallowing the expenses, or worse by calling them dividends (double slam). Plus there is always the tone that it sets. Do you allow the CEO to commit murder on expenses and make everyone else toe the mark? Double standards never work...at least not that I've seen in my lifetime.
Speaking from experience, I'd recommend taking a direct approach with your CEO if you report directly to him/her. If the report isn't direct, then enlist the aid of the top financial report to the CEO. Using a direct approach, explain to the CEO how the reports appear (which is why you are questioning them) and suggest options for improving them. Preface your comments with your fiduciary responsibility to the Company and its owners. The CEO's reaction will tell you whether any further action is necessary. I'm suggesting this direct approach with just the two of you because you will have to face and work closely with the CEO and at the end of the day, you need the respect of the CEO. The CEO may not appreciate the challenge initially, but he/she will come around afterwards, especially if you don't change your attitude/approach to the CEO after having such a frank conversation. Be as positive and open about this as you can be. Hopefully, you can accomplish this and leave the door open for other options. If the reaction is bad, disengage the discussion by saying something like, "look, I know this comes as a shock and I only have good intentions...perhaps we should finish this discussion after you've had a chance to absorb my stated reasons for bringing it up".
I am assuming that the question is being asked by a Controller or a CFO. Both these positions have the responsibility to protect the assets of the company. If the actions are clearly violating the company travel policy or the IRS requirements, the Controller is required to act in order to protect company assets and protect the company against violation of
However, it is your first responsibility to make sure that your suspicions are valid. Few T&E policies and no government regulations are able to prohibit reimbursement of "stupid and excessive" expense reports if documentation and
An obvious question is "Who approves the CEO's expenses" There should be a system of checks and balances so that everyones expenses are independently reviewed and approved for compliance and reasonableness. In the case of the CEO the only logical source of approval would be the Board. If this is not the case, then I would suggest your approach would be to advise the board on a need for
One other thought, make sure the wording on your expense reimbursement claim form is very specific. If the expense form simply requires a signature, this may be interpreted by the CEO as stating "Yes, these are the expenses for which I am seeking reimbursement" If you make the signature against a statement like "I verify that the above expenses were incurred wholly, exclusively and necessarily for the benefit of the company" then he may have to wrestle with his conscience a bit more!
I joined a company and found one of my subordinates was playing expense games. That's not as tough as your challenge but the issues are the same.
Lots of good comments already. In addition, consider implementing a policy of regular random expense report audits, perhaps a task for the internal audit team. Such a policy is consistent with the trust but verify philosophy. Too often, unless there's a reason to examine or investigate T&E reports, they receive only a cursory (or no) review and are simply approved.
Expense reports are supposed to be signed off by superiors. i.e.:
person submitting the ER - person signing off:
Controller - CFO
CFO - CEO
CEO - President or member of the Board
Gee. And our CEO approves her own!
Go figure.
Taxpayer's take it in the shorts once again. ;-(
There are many excellent comments and recommendations involving speaking directly to the CEO, so i will not go over those. One other comment referenced using the internal audit department to perform reviews, and depending on the level of concern / nature of the issues you are facing (do they need to be addressed sooner rather than later ?), this could be another good option to pursue. In a former company we had a requirement for an annual internal audit of all exec level management expenses (plus those paid to the Board), with the report going to the Audit Committee. Any compliance-related concerns were highlighted (together with remedial actions already taken), and in addition the report also included metrics that highlighted who was spending excessively. The report was always discussed with the CEO and CFO prior to presentation to the Audit Committee, thus you'd not bypass the need for discussion of any concerns that might arise, but you would be doing so as part of a formal required process.
I also very much agree with the comment that doing nothing can have a detrimental impact on employees perceptions of 'tone at the top'.
At my last employer the CEO's driver submitted an expense report for the CEO EVERY Friday for precisely $1000. The CEO's secretary controlled Petty Cash. Poof $50,000 extra in comp, tax free! When we merged with another public company I used it as an opportunity to eliminate the Petty Cash account and the separate Amex cards available only to the CEO and one or two of his closest cronies. I admit I was lucky because as the merger was a merger of equals the other company's BOD and CEO stuck around for a little while and that provided a useful screen. But getting the BOD to adopt a more transparent approach and accept responsibility for reviewing the CEO's T&E made it Somewhat easier but it was still an uncomfortable time. Also discreet side conversations with the outside auditors helped.
1) Mark Hurd, former CEO of HP, resigns, the Board is highly criticized in the press, the company faces reputational damage, and share valuations are lower
2) Employee submits an anonymous tip on the company’s ethics helpline, but the claim is never adjudicated
3) Senior leadership doesn’t want to hear bad news, so lower level management buries the issue
4) Whether in accounting or internal audit, the employee is discriminated against and eventually resigns or is eventually terminated
5) The tone at the top leads to other incidents of fraud and/or misconduct by lower level employees
Warren Buffett makes a bold statement in the Berkshire Hathaway Inc. 2010 Annual Report, “Corporate Culture, not rules, determines organizational behavior.”
What does the CEO’s disregard for rules say about this company’s corporate culture?
Or perhaps your CEO has no interest in sustaining an ethical and productive corporate culture.
To add to Jim Schwartz's comment. A discrete way to bring the subordinate in line with the expense policy would be for the CFO or Controller to assign the responsibility for running and reporting on the internal expense report audit to EXACTLY the member of the finance team who is 'playing games'. It takes one to know one, and it can be a very effective reform school. . .
Many of these answers assume a very hierarchical corporate structure. For many many small to mid-sized business this just isn't the case. There is no internal audit function and the CEO is the President and (partial-)owner.
It comes down to two things, a) taxes/legalities and b) cash flow/bank/investor. Approached in this manner, relating the non-business expenses flowing through the business most (unfortunately not all) CEO's will stop.
I find (B) to be more effective strategy than (A), but they both have worked.
Depends if you want the indigestion and being a target of not being a "team player." Having had a little experience on such a topic the General Counsel will side w/ the CEO, the board will do damage control and depending on their so called "independence" will side w/ the CEO. Even the independent auditors will side w/ the CEO. All will be looking for a rationalization, give him a slap on the wrist and ask him to pay the money back no questions asked, or look to ease him out ("resigned for family reasons," "other opportunities" or just plain "retire.") The other alternative (depending on how much) will be to whistle blow to the SEC which has a huge bounty program for corporate graft. But if you want to sustain your
I agree with Mr. Kral. For the most part. I've been in the situation in both big and small companies. First, in agreement with a post above, it depends on the size of the company. Small to midsize, one owner, suck it up. It's their company, it's their money. It's their company culture. If a larger company, with more stockholders, and/or loans, and audits, then it may be a different story. But, I've never seen auditors really care about that, unfortunately. I had one time where the CFO was buying office supplies for his own office as he was getting ready to launch his own business, all at the current business' expense. The AP staffer brought to my attention when she saw it first happen, and then to the auditors attention -- but they dismissed it as immaterial. Frankly, I did not want to get in to the middle of it because I knew I was soon leaving -- and the culture to that point was the CEO loved to use his business credit card and never provided receipts and did not think he needed to. Unfortunately, I have also found that those that do "this kind of thing" -- well, there is usually other unprincipled and dishonest "stuff" going on. It's not isolated. So, weighing all these things in, if you can't go to a higher up (immediate superior), and want to be the whistle blower, then understand the consequences. But understand your company culture first.
It's a tough situation to be in. My heart goes out to you.
I couldn't agree more! And, I work at a public agency where the CEO controls the disinterested board. As long as they get their stipends and free junkets, they're happy.
The CEO blocks any policies that would prohibit him from acting in his own, self interest.
Outside legal council has made it very clear from past situations that they are the CEO's and not agency counsel. In fact, when confronted about fiduciary responsibility, they claimed to "have none" that they were only there "in an advisory role".
The independent auditor has beat me up over these and other issues, but then backed down when the CEO threatened to terminate her audit contract. When I later confronted her about fiduciary responsibility and why she backed down, she said, "It was below my threshold of audit" and I entered it in my audit notes. And, she is a
The IRS could have a field day here!
I once anonymously leaked information to the press but that backfired when the press' inquiries resulted in my being drug into the mess on my days off and our COO providing outright fabricated information to our board chair who in turn, repeated it to the press to placate them. Worse, it sent the CEO on a witch hunt to find "the leak" because the idiot reporter told him "I received an email from someone whom I presume to be an employee of yours".
I've even consulted with my own legal counsel at my own expense. A well known labor attorney. His advice was to find another job..............which I've been trying to do for some time. I'm grinding my teeth at night and probably going to have a heart attack!
In fact, I would NOT have taken the CFO position if it was an NEO in our bylaws. Only the CEO position is. And, that was something our auditor pointed out to me when I expressed concern when the promotion was first offered to me.
Did I mention that this is a local government agency supported by your tax dollars?
And people wonder why I'm an anarchist at heart. If you want to see real cheating, lying and stealing, look not to corporate America, but to your local governmental agencies like water, sewer and levee districts. Or cities or counties. You wouldn't believe what goes on.
I feel your pain. But I advise you not to do anything confrontational about it except find other employment if you are an NEO. Otherwise, cover your butt as best you can via email, etc. and be prepared to bail at the first sign of someone finally getting to the bottom of things. It's what the crooked big dogs do all the time. You know, that river in Egypt named Denial? :-(
I caught a CEO of mine stealing from the company for the few quarters prior to my coming on board (uncovered totally by chance, as it happens, b/c he stopped cold once I arrived). I did a TON of background research before going to the board with it. Yes, I went to the board directly b/c it was clear from the CEO's behavior that he would have done his best to dodge the bullet, including throwing me under the train. Ended up getting the CEO fired and I came out with some VC friends for life b/c I helped them quietly uncover this and move the CEO out.
And BTW, when I presented my case, it was crystal clear. At that moment, the board mobilized, got outside counsel working on it, and moved very quickly. Everyone was on the investor's side, which I was, of course, by bringing this to light. I was not going to sacrifice any part of my career for someone else's wrongdoing. So if your case is strong, this is a possible course of action.
Now, when you go around the CEO like this, someone's going to get fired, without a doubt. Make sure it's not going to be you.
Bryan:
You were lucky! Whistle blowers often pay the price.
Bryan, great post. So what would you do to ensure that you are not the paying the price?
I've had several situations like this in my career and handled the three specific instances differently.
1) One was when my dotted-line boss (CFO) asked me to sign his expense report after a trip to Asia. He had purchased books to read, all new luggage and other questionable items and charged them to the company. I felt that was not acceptable under our written expense policy and I myself had had legitimate requests denied. As I was "sitting in" for my boss, the CEO during a business trip, I sent the CFO's expense report back and told him that I thought it more appropriate if the CEO reviews and signs his expenses. Now, whether or not he was pulling stuff like this all the time, I don't know, as the corporate group's expense reports were filed in a different building. I always seemed to get this guy's expense reports the second the CEO left town...
2) Another example is a CEO of a company I was working for had relocated from southern California to the Bay Area. Well, not really. He left early on Fridays and came in late on Mondays, flying down and back to L.A. to his house. While up in the bay area, he stayed at a (nice) hotel and charged this and all his meals, including cocktails, wine, etc., to the company. He did have a very nebulous relocation agreement in place, but this went on for over 18 months. I asked him the usual who, what, when and where about the agreement and he said that it was supposed to be good until he found a house in the bay area. After outside
3) Then there was the case of the spend-thrift (also the founder) CEO who would only eat in fancy resaurants and stayed at four and five star hotels, Ritz, etc. Dinner usually included several $300 bottles of wine. Since this was a start up, I commented to him jokingly that maybe I should choose the wine, since it was nearing our capital expense policy. He laughed, but the next dinner we were at, I went ahead and chose, instead, a $50 bottle of wine that they all loved. Since these Board meetings were a regular occasion, I made a point of giving some weekly cash flow trends to the CEO and Board, which heightened their awareness to the cash situation of the company.
I chose not to go head to head with any of these CEOs, as the attitude was "my way or the highway", especially with a founder-CEO, and this type of stuff had happened to me even in large companies
Make sure you have a crisp and easy to interpret reimbursement policy that conforms to all IRS guidelines. Then follow it unemotionally and consistently. I am old enough to have seen all kinds of characters and regrettably, those with ethical challenges rarely (never) change behavior. Your only recourse short of changing companies is to stick with the rules.
It is a question of context, the answer provided will apply depending on: CEO of ....(public/private company). Family/private/public business? Your position in the totem pole (AP clerk/Controller/CFO) and (part owner/majority equity-stock holder/employee)?
Then, one would be able to apply the responses accordingly...
In our organization, the CFO approves the CEO's expense reports in accordance with the company's expense reimbursement guidelines. Every quarter, a summary of those expenses (each separate expense is a line item) is sent to the COB for his/her signature acknowledging they are in accordance with the company's policy.
There are some really great comments here and I'm frankly glad to see the topic being discussed. However, as Wayne mentions, many of the comments assume a corporate structure. My experience with these situations has involved smaller companies where the CEO is also the owner and your boss. Unfortunately, I've seen situations where the CEO/Owner spent money so much (for his personal gain) that the company itself suffered and struggled to pay it's vendors.
For me, the question has always been "Is it worth risking my job?". Maybe I shouldn't look at it from that viewpoint, but it's always been a concern. It's honestly a constant battle between whether to "do the right thing" and talk with the CEO or (as Laura mentions) "suck it up".
For the current situation, I'd recommend discussing with the CEO. In my experience, most people are reasonable if presented with the information and the reasons why the expenses may be invalid. To many non-financial staff (if the CEO came from
For the future, make sure you write a system of approvals in your corporate policy manual. The CEO should have to submit an expense report to someone. Ideally, the Board would review at their periodic meetings, or at the very least the CFO, or another officer in the C-suite.
Who should approve CEO travel expense reimbursements? Should it be the board of directors or the CFO? Many boards meet on a monthly basis only which might make board approval difficult. What you anyone suggest however, if the CFO had shown in the past not to properly vet senior management's expenses?
What has the Board said initially? Did it authorized the CFO? Has the CFO talked with the Board and gotten a ruling?
It's a sticky wicket, but ultimately it is the CFO's responsibility to straighten out the situation. Obviously if the CEO is the owner, as stated before, then the CFO must use their powers of persuasion (with or without the GC and possibly outside CPA firm) and explain the legalities of these expenses.
Sometimes it only takes "Hey CEO, I can't write this off, if we're audited we're sunk on so many levels. I'm posting this to your [Draw/Salary/Compensation/Loan] account."
In one of the companies I have served, ALL CEO expenses are reported to the Board and included in the board documents/agenda. It is up to the Board is they want to go through it with a fine tooth comb or just parse through it (Usually the latter). There are dollar limits and expense classification criteria and requires preclearances (from at least one Board Member, which can be via email, in person or via telephone) if it is outside set policies. I earmark expenses (in the Board report) that are outside/against policy and without preclearance.
The main point here is that there ARE set policies approved by the board, the necessary approving/pre-clearance authorities are set and the reporting structure. I do NOT have to "struggle".
I have a similar scenario with a private startup firm, whose CEO is the 2nd largest shareholder and has lost his board position, however acts as the firms bank account is their own (even though all the current cash on hand is from a venture fund). There are many questionable expenses, that as above mentioned would have tax implications for the CEO, as a benefit, which I have communicated as an issue even for the firm. Thus as Controller I have stopped signing off on all expense claims due to the fact of non-direction from the CFO (Controller signoff required per accounting policy).
The CFO brought it to the attention of the Chairman (my suggestion was the compensation &/or audit committee review and sign off the CEO's expenses) however the CFO only brought it to the Chairman (who is a significant shareholder, getting their shares from the CEO, thus they back the CEO), who stated they would review for material &/or unusual items. CFO has not defined these to me, despite repeated requests for clarification, thus I will not sign off on any expense claims. The Chairman has not reviewed &/or signed off any of the CEO expenses claims over the past 6 months, and the issue has not been addressed purposefully (at least this is my belief).
I understand there are larger issues at hand here, however how does one continue through this issue knowing that it is a risk to the company. There is no way to speak to the Board or committee members directly, especially as this would be going over the CFO's head).
You need to be direct with the CEO. First, establish the legal / ethical issue as a basis of standards. Once achieved, then discuss how the questionable spending is not in agreement with those standards. This separates the people from the issue as you are discussing activities against a standard regardless of who is initiating the transactions.
As an example; say the owner is paying a family member (income splitting to lower taxable incomes or a lower tax rate) who is never present, nor has provided any contribution to the company. First establish the principle that this is potentially off-side to tax law - you can't deduct an expense that was not incurred to earn revenues. Review the potential penalties associated with the transaction. Next state how the expenses are being processed and deducted for tax purposes.
At this point you need to offer options on how to deal with this, such as i) do not deduct for corporate tax purposes thereby not avoiding the payment of taxes, or ii) get the family member to actually earn their income based on a fair pay principle, iii) some other options. This puts you into problem solving mode as you should both have an interest in keepin on-side with the law.
If there are no legal or regulatory standards being violated, the owner has the option to do with the company funds as they wish - no laws against bad management.
So I would say 1) establish the applicable standards by which questionable activities are being conducted, 2) assess activities against those standards in an objective way, 3) discuss and gain agreement on how how activities do not match the standards, 4) explore options to resolve and get agreement.
As a final thought, recommend that corporate stewardship principles be implemented via a board and that audit committees be established to assure shareholders and other stakeholder interests are being protected.
This has been a recurring topic throughout my career. A well written reimbursement policy is the first line of defense against inappropriate spending. Second, maintain transparency through documentation of expenses by requiring receipts and explanations, make them put it in their own words why it is a legitimate business expense. Third, create an impression of strict oversight even if you can only spot check a small percentage of the reimbursement requests.
Finally, any questionable spending should be routinely flagged for next level review. Use this opportunity to reinforce the message to the executive staff of the legal, tax and cultural consequences of making questionable payments to employees. In particular, make people aware of the risk of the IRS determining certain payments to be taxable income to the employees, that usually gets everyone's attention. If you have investors or lenders, the consequences of defrauding them should also be made apparent. If payments are intended to be compensation, flip it to HR & payroll for proper treatment. This discussion should be happening on a regular basis before the VP of Sales spends a week at the Hilton Arch de Triumphe with her husband, all expenses paid and no customers in France.
If you can't have a clear conversation on this topic with the CEO and he/she is a allowing questionable reimbursements to cross your desk after the fact, it's time to earn your pay. My strategy is to leave a wide trail of documentation leading up the food chain that leaves no place to hide. My experience is once you have laid the ground work, when specific instances are identified the discussion is much easier.
Good luck with that.
It's the golden rule. Those who have the gold, rule.
Execs take it very personally when you try and alter their gravy train.
Heck, when I came here, we were regularly giving gift cards as "prizes" for employee incentives. When I told them that doing so constituted taxable compensation to the employee, I was almost run out on a rail. Everyone became an overnight tax expert and told me that gifts weren't taxable or that, this was less than $600 so it wasn't taxable, etc.
I heard the CEO telling our COO that I "just wants control over everything".
It took me three years to have this reported as taxable compensation to the employee. Lord knows how long it would take to get the gifting to actually stop. It amounts to about $2,000 per year per employee now!
Our auditor ragged on me about it every year. But then wrote up some generic pablum in his findings that those above me didn't understand. He was useless in this matter.