Richard C. Breeden, the former Securities and Exchange Commission chairman serving as a court-appointed monitor for WorldCom, is apparently trying to raise the bar on corporate governance in general.

A filing by Breeden in Federal District Court in Manhattan recommended that MCI (the name the company has readopted) approve measures that go far beyond the Sarbanes-Oxley requirements for corporate board composition, compensation, and independence.

The 78 recommendations — which were unanimously approved by the company’s board, according to The New York Times, would bar board members from serving more than 10 years and require at least one member to retire every 10 years. The company would also be required to switch outside auditors every 10 years.

Notably, Breeden also recommended that the chairman and the CEO positions be filled by separate individuals, and that the chairman’s title be turned over to an outsider. Under the Breeden’s recommendations, the CEO would be the only insider out of 8 to 12 board members; the New York Stock Exchange now requires only that a majority of board members be outsiders.

The board would also be required to meet at least eight times a year, and members would be required to undergo annual training and visit company sites.

Not surprisingly, this would necessitate greater pay for board members. Breeden said that MCI board members should be paid $150,000 annually — up from $35,000 — with an additional $50,000 for members sitting on important committees.

“You want to pay people enough that they take it as a job,” he said, according to The New York Times, “but not so much that they wouldn’t quit if they see something very wrong happening.”

Breeden added that the recommendations should be viewed as a model for other companies. “We hope all of corporate America will look at it very carefully,” he said about the 149-page report he recently issued with the recommendations, according to the Times.

Whether or not the Breeden report succeeds in any significant way in transforming U.S. corporate governance, the MCI board has already rushed to embrace it.

“Mr. Breeden’s report not only sets new standards for good corporate governance but also establishes a roadmap that helps us build our foundation for the future,” said Michael Capellas, MCI chairman and CEO, in a company release issued Tuesday. “The company has already implemented many of the proposed corporate reforms, but we know we have to do even more to regain public trust.”

In fact, WorldCom, which saw its entire board and virtually all of its senior managers, including former CEO Bernard J. Ebbers, resign in the wake of disclosure of accounting regularities last year that eventually reached $11 billion, was required to obtain court approval for any exemption of Breeden’s recommendations as part of the settlement reached with the SEC before it entered bankruptcy. The financial portion of the settlement, reached last month, requires WorldCom to pay $500 million in cash penalties and $250 million in new MCI stock to current shareholders.

Treasury, IRS Rulings on Stock Options

Final regulations issued this week by the Department of the Treasury and the Internal Revenue Service affect the tax treatment of stock-based compensation under the related party transfer pricing rules governing qualified cost sharing arrangements.

“It is critically important to ensure that related party transactions, particularly transactions involving cross-border transfers of valuable intangible assets, are treated appropriately for tax purposes,” said Pamela Olson, the Treasury Department’s assistant secretary for tax policy. The final regulations will help ensure the rules governing qualified cost sharing arrangements “cannot be used to facilitate the migration of intangibles outside the United States for less than arm’s length compensation,” said Olson. She added that the Treasury Department is “continuing to evaluate further regulatory steps that may be needed in this area.”

For an arrangement to be considered as a qualified cost sharing arrangement, the participants must share all costs related to the development of intangibles in the same proportion as they share the reasonably anticipated benefits attributable to the intangible development. The final regulations generally follow the proposed regulations that were published on July 29, 2002. As in the proposed version, the final regulations clarify that stock-based compensation, like other compensation, is taken into account in determining the costs of a participant.

The regulations also provide rules for measuring the cost associated with stock-based compensation, generally allowing taxpayers a choice of measuring the cost based on the stock price at the date of exercise or the “fair value,” as noted in financial statements, at the date of grant.

“Just Show Us a Sign,” Say Footloose Employees

In a recent survey conducted by the Society for Human Resource Management and CareerJournal.com, a web site of The Wall Street Journal, 83 percent of employees said it was extremely likely or somewhat likely that they would actively seek employment once the economy improves.

The results, which include responses from 451 human resource executives and 300 managerial or executive employees, are very similar to those from a recent Accenture survey. (See “Time to Take Care of Top Performers.”)

According to this latest survey, 56 percent of HR professionals agreed that it is extremely likely or somewhat likely that voluntary turnover will rise due to the improving economy. When asked how soon that might be, 23 percent of HR professionals and 42 percent of employees thought the job market would improve in the next three to six months; 42 percent of HR professionals and 36 percent of employees thought it would improve in the next year; 34 percent and 22 percent, respectively, thought it would be more than a year.

The most common reasons to begin searching for a new job, said the employees, are better compensation and benefits (cited by 53 percent), dissatisfaction with potential career development (35 percent), and “ready for a new experience” (32 percent).

The most-common programs that HR professionals say they’re using to help retain employees are tuition reimbursement (62 percent), competitive vacation and holiday benefits (60 percent), and competitive salary (59 percent).

(Editor’s note: Don’t miss the annual CFO.com report on compensation, coming in September. Sign up today and we’ll send you an email alert when we publish our report.)

Do “Job Jumpers” Deserve Another Look?

Among the usual “red flags” on a resume, along with a lengthy period of current unemployment and a lengthy stay, without advancement, at a current position, is the “job jumper” syndrome — a number of short stays at different companies.

Are job jumpers worth considering? “Rather than seeing multiple jobs as a negative, employers (and search consultants) should take a second look,” said Greig Schneider of Egon Zehnder International, a global search firm. “They might be looking at a great executive with something to prove — which is often a good thing.”

“Not long ago, it was much more common for people to spend long periods of time — sometimes their whole careers — with the same company,” he said. “Seeing someone with a number of short stays at different companies was rare, and raised serious questions. Could the person not get along with their co-workers? Was their work deficient? Did they have a short attention span, or a lack of commitment?”

While Schneider says these are “all legitimate questions,” he cautions against drawing negative conclusions from very cluttered resumes, particularly in the tech sector: “Most of the resumes I see have some short stints in them, and many have a long series of company changes — eight companies in 12 years is not unheard of. Are these individuals “job jumpers” who should be screened out? Having spoken with many such candidates recently, my answer to this question is ‘not necessarily.’ “

Short Takes

• Is the “So Big” virus being spread by profit-seekers, in collaboration with junk-email marketers, trying to create a mechanism for “blitzing” the Internet, as suggested in a New York Times article?

“I think the motivation is clear: it’s money,” said Mikko H. Hypponen, director of antivirus research at F-Secure, reported the Times. “Behind SoBig we have a group of hackers who have a budget and money.” The current version of the program, labeled SoBig.F, is scheduled to expire on September 10, and experts are bracing for a new onslaught shortly afterward.

• And now there are two: Liberty Media withdrew from the competition to buy Vivendi Universal’s U.S. entertainment empire shortly before Vivendi’s Tuesday board meeting in Paris, Reuters reports. NBC and Vivendi vice chairman Edgar Bronfman Jr. are still in the running, according to the report. Reuters, quoting a source, added that Bronfman had raised his bid to just over $13 billion in an attempt to close the gap with NBC, which put a formal proposal on the table on Saturday.

• A survey conducted by Wall Street Services, a temporary staffing company, shows that 53 percent of investment bankers now expect a bonus at the end of the year, compared with 46 percent in the previous quarterly poll. In addition, 54 percent of Wall Street executives say they plan to give a bonus to their full-time employees, compared with just 35 percent in the previous poll, reports Bloomberg.