The Corporate Monitor’s Recommendations for MCI

Here are some of corporate monitor Richard C. Breeden’s recommendations on corporate governance of MCI, as part of his report called “Restoring Trust.”

Committee Membership:
    The Compensation Committee shall consist of not less than three members, each of whom should be an independent director who possesses experience with compensation and human resources issues.

    Members need not be compensation or HR experts. Indeed, common sense and general business and financial skills may be quite helpful. However, the members of the committee should ideally have a modicum of experience in working with these issues in one capacity or another.

Review of Related Party Transactions:
    At least twice each year, the Compensation Committee should meet with the Director of Human Resources and the General Counsel to review

1. compliance with the Company’s prohibitions against any related party transactions between directors or employees and their families and the Company or any of its affiliates;

   
   

2. compliance with SEC proxy disclosure standards, and

   
   

3. all employee complaints, disputes or issues regarding human resources or compensation issues.

   
   

Annual Review of Director of Human Resources:
    The Director of Human Resources occupies a crucial role in the Company’s governance due to the size of the Company’s workforce and the sensitivity of compensation and other human resource issues.

    The old WorldCom experienced substantial failures by the human resources department to provide adequate discipline to prevent widespread compensation issues, such as lack of linkage between pay and performance, and poorly designed incentive programs. Not less than once each year the Committee should review the performance of the Company’s Director of Human Resources.

    Such review should include consideration of the human resources department’s record during the year, particularly adhering to standards for compensation set forth in this Report.