A friend who serves on a number of consequential public company boards came to my office not long ago to ask my opinion on something that had become a contentious issue across his boards. The question: What is the proper role of a board with respect to company strategy?
For years women have sought greater representation on corporate boards. And most boards say they want more diversity. So why did women hold only 16.6% of Fortune 500 board seats in 2012? And why, for the past six years, has that percentage been relatively flat, increasing by just two points, according to data from the research firm Catalyst?
I sit on a board as a nonexecutive director and often feel uncomfortable about the amount of time available to raise questions and debate issues. In addition, I recently worked with a different board on how to add more value to the business. In this role I found myself counseling one of the directors to ask fewer questions and make fewer comments.
Ever since Adam Smith published The Wealth of Nations in 1776, observers have bemoaned boards of directors as being ineffective as both monitors and advisors of management. Because a CEO often effectively controls the director selection process, he will tend to choose directors who are unlikely to oppose him, and who are unlikely to provide the diverse perspectives necessary to maximize firm value. Institutional investors often are critical of CEOs’ influence over boards and have made efforts to help companies improve their governance. Nonetheless, boards remain highly imperfect.
“Go find your passion,’’ Henry directed his children when they reached their late teens and early twenties. “Find your interests outside our family business and pursue them.’’ As inspiring as those words may have been, Henry, the patriarch of a successful automotive parts business, wasn’t simply freeing his children to follow their dreams. He was requiring it.
Richard (not his real name) graduated from college on a Friday. Three days later he would start his first day on the job in his family business. The choice was not one that he gave much thought to.
The stigma of asking for or being assigned an executive coach is vanishing quickly. The growth of the industry tells us so. In the U.S. alone, $1 billion was spent on business, personal and relationship coaches last year, according to IbisWorld, up about 20% from five years earlier.
Despite the central role of boards in corporate governance, there has been relatively little understanding of their internal organization, specifically the structure of board committees. Using a dataset of over 6,000 firms, the authors find that committee activity, especially the number of committees, has been stable over time. Most of the familiar non-required board committees are rarely used. The majority of directors sit on multiple committees. The benefits and costs of a committee depend on its type. Overall, committees need to be more integrated into our understanding of corporate governance.
If a good case study is one that splits a class down the middle on an important issue while surfacing creative responses, this month's column on how best to encourage corporate compliance concerning sexual harassment and other on-the-job misdeeds served the purpose nicely.
It’s no surprise that business executives make more money than lower-level employees. But when that pay disparity between a CEO and the average worker is perceived as unfair, the result may be more than unhappy workers: A firm’s performance can deteriorate.
Most board chairs are experienced leaders. Half the chairs of the S&P 500 double as their companies’ chief executives, and the vast majority of the rest are former CEOs. But the close association of the two positions creates problems. It’s difficult for a board led by the CEO to serve as a check on that CEO—which is precisely why, after the corporate scandals of the 1990s and early 2000s, more companies began separating the roles. However, that division can create another problem: When the chair is not the CEO, there’s a real danger that he or ...
One defining feature of 2017 has been seeing corporate directors and officers being held personally responsible for illegal behavior at their companies. For example, after Wells Fargo Bank paid more than $300 million in penalties for creating over 3 million sham customer accounts, Judge Jon Tigar of the U.S. District Court in San Francisco refused to dismiss claims against the fifteen members of the Wells Fargo board. And Oliver Schmidt, the highest ranking Volkswagen officer residing in the United States, was sentenced to seven years in prison and ordered to pay $400,000 for his role in the VW ...
The public corporation is typically bedeviled by the gap between managers’ and shareholders’ interests. Over the years, governance has attempted to close that gap by aligning incentives with measures of performance. These attempts have often failed. But where they have succeeded, they have left public corporations increasingly swayed by short-term results (which are easy to measure) at the expense of future success.
It’s a new era of environmental, social and governance (ESG) disclosure and directors need to take notice.
Many investors are voicing concerns about the limited nonfinancial disclosure in companies’ annual reports and proxy disclosures, even for areas like material climate-related risks that have been the subject of Securities & Exchange Commission (SEC) guidance. And although most public companies produce sustainability reports for consumers and other corporate stakeholders, these reports often lack the quality, reliability and comparability investors need for financial analysis.
As 2017 draws to a conclusion and we reflect on the evolution of corporate governance since the turn of the millennium, a recurring question percolating in boardrooms and among shareholders and other stakeholders, academics and politicians is: what’s next on the horizon for corporate governance? In many respects, we seem to have reached a point of relative stasis. The governance and takeover defense profiles of U.S. public companies have been transformed by the widespread adoption of virtually all of the “best practices” advocated to enhance the rights of shareholders and weaken takeover defenses.
At the end of each year, Russell Reynolds Associates interviews over 30 institutional and activist investors, pension fund managers, public company directors, proxy advisors, and other corporate governance professionals in five key markets regarding the trends and challenges that public company boards will face in the following year.
Boards of directors play two roles. They must protect value by helping companies avoid unnecessary risks, and they must build value by ensuring that companies change quickly enough to address emerging competitive threats, evolving customer preferences, and disruptive technologies.
At companies of almost all sizes, across all sectors, boards are undergoing a profound transformation. Largely as a result of intensifying shareholder intolerance of mediocre or poor corporate performance, the ceremonial boards of the past are being replaced by active boards that are more demanding of managers and more intrusive in their affairs.
Conventional wisdom suggests that the most charismatic leaders are also the best leaders. Charismatic leaders have, for instance, the ability to inspire otherstoward higher levels of performance and to instill deep levels of commitment, trust, and satisfaction. As a result, they are generally perceived by their subordinates to be more effective, compared with less charismatic leaders.
At companies of almost all sizes, across all sectors, boards are undergoing a profound transformation. Largely as a result of intensifying shareholder intolerance of mediocre or poor corporate performance, the ceremonial boards of the past are being replaced by active boards that are more demanding of managers and more intrusive in their affairs.
In 2013 an activist investor criticized the board at ConMed for a “culture of nepotism, patronage, and dystopian corporate governance.” Director Stephen Mandia, who had served on the board for 12 years, departed shortly after. Two other directors stayed on the board but picked up additional board seats at other firms within the year. When Baker Hughes and Halliburton were both downgraded by equity analysts following an Obama administration oil drilling ban in 2010, several of their long-serving directors decamped to take up seats at other firms. What these examples suggest is that directors will leave firms that experience negative ...
As Tropical Storm Harvey, formerly a Category 4 hurricane that brought a deadly amount of rain to East Texas, makes its final landfall, and as North Korea's most recent missile launch over Japan may serve as prelude to more military operations directed at the U.S. territory of Guam, corporate boards are finding it difficult to prepare for a disaster that by its nature is unpredictable, executive search firm consultants said.
The New York Stock Exchange requires that the boards of all publicly traded corporations conduct a self-evaluation at least annually to determine whether they are functioning effectively. The purpose of the exercise is to ensure that boards are staffed and led appropriately, that board members are effective in fulfilling their obligations, and that reliable processes are in place to satisfy important oversight requirements.
The chief executive role is a tough one to fill. From 2000 to 2013, about a quarter of the CEO departures in the Fortune 500 were involuntary, according to the Conference Board. The fallout from these dismissals can be staggering: Forced turnover at the top costs shareholders an estimated $112 billion in lost market value annually, a 2014 PwC study of the world’s 2,500 largest companies showed.