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- Why The Motorola Breakup is All Wrong
- The proposed breakup of Motorola into two companies just doesn't make any sense. Here's my thinking: --It's just crazy for a board to cave in to someone like Carl Icahn. He doesn't have the long-term interests of anyone in mind other than his own, and his is...
- Blog posts 2008-03-27
- Sprint Gets Rid of Four Directors
- I've been beating up on the Sprint Nextel board of directors for months and it appears that someone in Kansas agrees with me: four out of 13 directors are stepping down. See this account. Two directors, Linda Koch Lorimer and Keith Bane, told the Securities and Exchange...
- Blog posts 2008-03-19
- The Battle for The New York Times
- This is a fascinating battle where two fundamental impulses--the right of shareholders to earn the best possible returns and the role of an independent media in the American democracy--come into conflict. Disclosure: I've been writing for the Times for seven years, but think I can step back...
- Blog posts 2008-02-26
- The Myth of Splitting the CEO/Chair jobs
- By now, it's the perceived wisdom that people who are chief executive officers should not also be chairmen of the board. Institutional Shareholder Services and all sorts of rating agencies state, with complete conviction, that the job should be split--at all times, and at all companies. But...
- Blog posts 2008-02-15
- Study: Many Directors Think CEOs Are Overpaid. Will They Fix It?
- CEO pay is "too high in most cases," say about one in three directors of U.S.-based public companies in a just-released survey by Heidrick & Struggles International and the Center for Effective Organizations CEO at the University of Southern California's Marshall School of Business. The survey also found...
- Blog posts 2008-02-05
- Why Directors Should Not Become CEOs?
- The Wall Street Journal's Joanne S. Lublin says today that in the latest version of management musical chairs, outside directors are moving insde as chi'ef executive officers. Because it's such a hassle to access the Journal site, here's the jist of what she...
- Blog posts 2008-02-04
- The New CEO Philosophy Regarding Boards
- For many years, CEOs regarded boards as necessary evils. Their goal was to stack the board with people who wouldn't challenge management's authority. After Enron and Sarbanes-Oxley, boards veered in the other direction--they included more independenty directors who were more inclined to challenge and question a CEO and his or...
- Blog posts 2008-01-22
- The Case For Global Diversity: Four Tips On What Works
- Chief executive officers and top managers have been giving lip service to the concept of ethnic and sexual diversity for many years--with only scant results. Many boards have a token African-American and a token woman, but their presence has no impact on the organization. The number of women on boards...
- Blog posts 2008-01-25
- Banks: Clawing Back CEO Compensation
- Okay, let's get real. We've had a series of colossal failures--Chuck Prince at Citicorp, Stanley O'Neal at Merrill Lynch and Angelo Mozilo at Countrywide Financial. All three are losing their jobs or their companies, yet each is walking away with at least $50 million in golden parachutes. This...
- Blog posts 2008-01-15
- The Single Most Important Lesson for Boards of Directors
- Ever since the Enron-era scandals, boards have been becoming more independent, better-organized and tougher on management. Without a doubt, much of that has been necessary. But the great risk is that boards overshoot their core mission and discourage executives from taking risks. This is the heart of...
- Blog posts 2008-01-10
- Marsh & McLennan: Another Board Blows CEO Succession
- Why can't boards learn about how to handle CEO successions? The board of Marsh & McLennan has just made another beginner's error: announcing that CEO Michael Cherkasky will be leaving after three years in the job but not naming a successor. And the apparent reason for making...
- Blog posts 2007-12-24
- Sprint Nextel: A Case in Point in Bad Board Management
- The board of Sprint Nextel has been spectacularly ineffective. It's one of the most shocking examples in corporate America of a board that's completely asleep at the switch. First, it allowed word to leak that it was looking for a successor to CEO Gary Forsee, who got...
- Blog posts 2007-12-20
- Why Governance Committees Need to Get Smarter
- Following the Sarbanes-Oxley Act of 2002, the audit committees of boards of directors got much stronger. In effect, they took over their companies' financial disclosure process. Compensation committees now are under big pressure to get a grip on CEO and overall executive compensation, and they appear to be responding. ...
- Blog posts 2007-12-12
- How To Get Rid of a Bad Director
- So you're the chief executive officer of a company and you rely on your board of directors for sound advice and counsel. But there's one director who isn't delivering. He or she doesn't read the meeting materials before hand. Dozes during the meeting. Goes on long-winded rants not related to...
- Blog posts 2007-12-05
- Why Christopher Cox Did the Right Thing
- Christopher Cox, chairman of the SEC, is taking some heat for a 3-1 decision last week that would prevent shareholders from placing their own candidates for a company's board of directors on that company's proxy ballot. But Cox did the right thing on the issue that is known as "shareholder...
- Blog posts 2007-12-05
- Make Executive Sessions More Than Just Gripe Sessions
- Ever since the Sarbanes-Oxley Act of 2002 and the accompanying new rules from the major stock exchanges, boards of directors of publicly held companies have had to have a majority of independent directors. And many more today also have lead directors, even at companies where the CEO is also chairman...
- Blog posts 2007-11-15
- Board Management: Quiet Revolution at HP
- A great many chief executive officers have looked at their boards as, well, unfortunate necessities. They don't truly value the expertise and insight that can be gleaned from a board. So they've tended to work with their nominating committees to stack their boards that term is only slightly too uncharitable...
- Blog posts 2007-11-05
- What the Merrill Debacle Teaches Us About CEO Succession
- The fact that the Merrill Lynch board accepted the so-called retirement of Chief Executive Officer Stanley O'Neal and then designated a board member, Alberto Cribiore, to lead a search committee to replace O'Neal reflects a complete failure of CEO succession planning. I'll tell you what they did...
- Blog posts 2007-10-31
- Is the Countrywide Board Voting With Its Feet?
- Former U.S. Secretary of Housing and Urban Development Henry Cisneros resigned from the board of the embattled Countrywide Financial Corp. this week, the third director to leave the board this year. Cisneros said he was leaving to spend more time as chairman of a firm that provides financing to U.S....
- Blog posts 2007-10-26
- Earth to Bush: Fix the SEC
- President Bush is in the waning days of an administration that has underachieved expectations, to put it charitably. But there's still one thing he could get right—naming two of the right kind of Democrats to the Securities & Exchange Commission and thereby driving a stake into the heart of shareholder...
- Blog posts 2007-10-25
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