Where do conflicts exist with new U.S. corporate-governance regs?
Mostly in Germany, where supervisory board audit committees must include employee representatives, which by definition aren’t independent. “That’s what finally made us decide no, this [U.S. listing] doesn’t make sense,” says Porsche CEO Wendelin Wiedeking. Q: How big a headache for foreign companies are the new U.S. rules? A: Independent audit committees are almost unheard of at many European and Asian companies. In Europe and Japan, outside auditors are chosen by shareholders, not the audit panel, as required by Sarbanes-Oxley. That may have played a part in Daiwa’s decision to postpone its NYSE listing. Q: Do all non-U.S. companies have a problem with Sarbanes-Oxley? A: No. TPG (TP ), a Dutch package-delivery outfit, and Siemens (SI ), the German electronics concern, have already taken steps to comply. French-Italian chipmaker STMicroelectronics (STM ) says it will have little difficulty abiding by U.S. law, as will Dutch banking giant ING (ING ), Japanese carmaker Toyota (TM ), and
