Paul Cantor

There are a number of key questions board selection committees should be asking. The most important is: What risks does the company face? An understanding of a company’s business environment and the potential risks it could face is essential to ensuring the board’s ability to detect trouble sooner rather than later.

Following an assessment of a company’s risks, the next question is an obvious one: Are … [ Read more ]

Sustainability Enters the Boardroom

While there’s a great deal of literature o­n the different constituent elements of good governance, little has been said about how these measures affect each other mutually. To fill this gap, the authors have carried out a study o­n how existing corporate governance systems are evolving in order to integrate sustainable development into them.

Eduardo Schiehll and Paul Andre

While financial returns may be a good measure of how well executives are managing the company’s existing assets, they do not accurately reflect executive performance in areas with deferred returns-for example, strategic planning, growth opportunities, business initiatives, or investments in the discovery and development of new products and technologies. It is clear, then, that incentive plans based solely on accounting measures can induce senior management … [ Read more ]

Developing Diversity: Lessons from Top Teams

Who is better equipped to set the corporate agenda: a small and homogeneous top management team of like-minded individuals, or a larger, more heterogeneous team of individuals from a wider variety of backgrounds and perspectives?

There are many opinions on this issue, but very little hard data exists to recommend one approach or the other. As a result, in collaboration with the Center for Effective Organizations … [ Read more ]

J.D. Westphal

The most important predictor of director effectiveness is not independence, but strategic experience that matches the company’s needs. … Evidence that director experience is critical to board effectiveness is relatively new. However, evidence that board independence has neutral to negative effects on board effectiveness is not. The first research casting doubt on the value of board independence appeared in the late 1980s. Since then, not … [ Read more ]

John Carver, Brian Lechem

America’s Sarbanes-Oxley Act, UK’s Higgs Review, and Ontario’s Bill 198 do not promote good governance and, therefore shareholder value, as pointed out recently by Boardroom’s Brian Lechem, so much as they protect investors from unseemly conduct. Like speed limits and stop signs they are useful to protect, but in no way do they constitute guidance for skillful, wise driving. One look at the unending stream … [ Read more ]

John Carver

The board does not exist to advise or assist management, but to empower, charge, and evaluate management. A board might “ask good questions” or advise, but these do not constitute its job. They wouldn’t for a CEO with respect to his or her subordinates and they don’t for a board. A governancedestroying CEO-centrism quickly turns the board’s commanding role into the feckless one of advisor. … [ Read more ]

Sumantra Ghoshal

In the end, managers are responsible to the institution they manage, the company, not to shareholders, not to employees, not to customers. They are required to protect the integrity of the institution. And I think that’s the rule of management. It is responsible ultimately for protecting the integrity of the institution. And when I mean integrity, I mean it in all senses of the word. … [ Read more ]

Clive Crook

New regulations could, and probably should, force companies to give shareholders more power over managers. But today’s shareholders, individual and institutional alike, rarely exercise the rights they already have. Often, when managers let owners down and confidence in capitalism falters, investors are at least partly to blame. Even if they are not cheering the managers on to greater feats of daring, they are failing to … [ Read more ]

The CEO Performance Evaluator

Catlin & Cookman Group has developed an innovative diagnostic tool based on what they’ve learned about leadership through working with CEOs to build their companies’ Profit Spiral. It is designed to enable you to analyze your performance in the three key roles of a CEO:
– Company leader
– Manager of your direct reports
– Executive team leader

The chief responsibilities you have in fulfilling … [ Read more ]

Does a “no vote” matter?

FinanceProfessor.com provides an overview of and link to an article by Del Guercio, Wallis, and Woidtke which looks at whether boards of directors actually listen to their voting shareholders and if they do hear shareholders, what the reaction is.

Setting the CEO’s Pay: Economic and Psychological Perspectives

To many, the principal-agent model is the obvious lens through which executive pay should be viewed. Such a sentiment sits uncomfortably with a large number of empirical studies suggesting that the process of determining executive pay seems to be more readily explained by recourse to arguments of managerial power and influence. This paper investigates the micro-underpinnings of boardroom behavior in order to explain this departure … [ Read more ]

The View From The Boardroom

After years of playing defense, corporate directors are ready to roll. The McKinsey Quarterly’s survey of more than 1,000 directors, from 80 nations and a wide variety of industries, finds them eager to play an active role in setting strategy, assessing risks, and developing leaders. Yet though directors say that they want to focus on the long-term, strategic problems of the companies they serve, they … [ Read more ]

The Revolution That Never Was

CEOs are making more than ever, while their employees’ real wages are falling. Why is no one leaping to the barricades?

A New Era in Corporate Governance

Directors and investors are demanding reform. Companies had better prepare for it.

Move Your Board up the Performance Curve

We have observed boards move between three stages in the past five years. Most boards prior to the debacles at Enron, Tyco, Global Crossing and others were in stage one: Mighty Proud to Be There. Following the wake-up calls issued after the revelations of scandal, boards were thrust into a stage in which most have reached a Plateau, but have not progressed beyond there. Finally, … [ Read more ]

CEO Evaluations That Work: Building a valuable relationship between CEOs and their boards

CEOs today find themselves subject to unprecedented scrutiny and concern. That’s not cause for lament, however. Regular, rigorous evaluation by the board of directors is a healthy part of corporate life. But the evaluation must have teeth, with meaningful performance dimensions and metrics as well as a feedback process that uses the board’s time efficiently.

After the Term Sheet: How Venture Boards Influence The Success Or Failure Of Technology Companies

This white paper discusses the proper corporate governance role a Board should play in a start-up venture capital-backed organization. It is a best practices document designed to facilitate trust between CEOs and venture Board Members while keeping clear the unique and valuable role each plays in the life of a start-up.