WASHINGTON - In a rare public appearance, the chairman and chief executive of Goldman Sachs, Henry M. Paulson Jr., called yesterday for changes in how public companies are run, audited and regulated to help restore investor confidence.
Paulson said faith in corporate executives is at a low and is forestalling a recovery in financial markets. He proposed several measures to rebuild trust, including restrictions on the ability of chief executives to sell shares in their companies.
Tracing the crisis to the collapse of Enron Corp. last fall, Paulson said during a lunch meeting at the National Press Club, "I cannot think of a time when business overall has been held in less repute."
In his speech, he was surprisingly critical of the corporate executives and directors who make up the clients of major investment banks such as Goldman Sachs. Seldom does such a powerful Wall Street executive take on corporate America so directly.
"The business community has been a given a black eye by the activities and behavior of some CEOs and other notable insiders who sold large numbers of shares just before dramatic declines in their companies' share prices," he said in his speech. He did not identify any companies on that score.
Corporate directors should require executive officers to hold stock in their companies for "significant periods of time" and company insiders should have to give back any gains from sales of their companies' stock made less than a year before a bankruptcy filing, he said.
Paulson also spent a few minutes discussing conflicts of interest at investment banks such as Goldman Sachs. He said he felt compelled to speak out because the situation had become dire.
Other than the two top executives of Merrill Lynch & Co. Inc., which has been embroiled in an investigation into investment recommendations of its stock analysts, senior executives on Wall Street have kept low profiles in recent months.
"I think this speech is a month or two overdue," Paulson said.
He devoted most of his speech to corporate governance and accounting reform. In the wake of several notable restatements of company earnings, investors have lost faith in the American accounting system, he said.
He pointed to the pressure chief executives feel to report bigger profits every quarter and to the complexity of the "rules-based approach" that underlies the generally accepted accounting principles set by the Financial Accounting Standards Board. That system, he said, is "ripe for manipulation" and should be updated and simplified quickly, under the oversight of the Securities and Exchange Commission.