The Dynamic Nonprofit Board

Corporations aren’t alone in focusing on governance; rigorous oversight of management and performance is increasingly important for nonprofits too.

Choosing the Best Next CEO: Succession should be a process, not a horse race

CEOs and board of directors are often unprepared for the difficulties of succession. With so much at stake for different stakeholders, politics and emotions come into play and can derail the effort.

Conducted effectively, the succession process creates a smooth transition from one CEO to the next with positive outcomes for the company and all stakeholders concerned. While every succession situation is unique, an effective process … [ Read more ]

Should The Top Roles Be Split?

The Brits say yes. But in the U.S., executives believe no one single model fits all companies.

Financially Sophisticated Board Members Aren’t Necessarily Good for the Company

After boards of directors were blamed by many for not nipping the Enron, WorldCom and other corporate scandals in the bud, new rules were set up requiring that at least one member of a board’s audit committee be financially sophisticated. “The idea was that somehow this would make the board better able to monitor and detect potential fraud,” says Wharton finance professor Geoffrey Tate. Yet … [ Read more ]

Break From The Herd: Meeting The Long-Term Performance Challenge

Performance plans are essential for the success of an organization. The paper illustrates how performance plans differ from stock options and restricted stock. The advantages and disadvantages of the same are also examined. The paper discusses the analytic tools used for long-term incentive plan design. Finally, the paper looks at the subjective factors, which need to be considered while designing a performance-based plan. [BNET Annotation] … [ Read more ]

Tony Mayo

Despite the overwhelming evidence to the contrary, boards tend to favor the “proven” talent, but often fail to ask “proven in what context?”

Peter Drucker

Whenever an institution malfunctions as consistently as boards of directors have in nearly every major fiasco of the last forty or fifty years it is futile to blame men. It is the institution that malfunctions.

John Kenneth Galbraith

There are times when the need for economic and political understanding requires direct, openly adverse comment: Reference to corporate management compensation as something set by stockholders or their directors is a bogus article of faith. To affirm this fiction, stockholders are invited each year to the annual meeting, which, indeed, resembles a religious rite. There is ceremonial expression and, with rare exception, no … [ Read more ]

Out of Control?

Executive pay is often not linked to performance, says Lucian Bebchuk, who knows precisely what’s needed to bring it into line.

Corporate Governance and Chairmanship: A Personal View

Sir Adrian Cadbury, in this modest but persuasive book, praises the Anglo-Saxon unitary board over the German two-tier model, but he sees significant differences in the way American and British boards operate. There is little doubt which he thinks is more effective. On American boards, he says, the CEO is normally in charge, supported by the board. In Britain, the board is unquestionably in charge. … [ Read more ]

Back to the Drawing Board: Designing Corporate Boards for a Complex World

This timely book argues that boards are being pressed to perform unrealistic duties given their traditional structure, processes, and membership. Carter and Lorsch propose a strategic redesign of boards-making them better attuned to their oversight, decision-making, and advisory roles-to enable directors to successfully meet twenty-first century challenges.

Based on the authors’ deep expertise and longtime experience working with boards around the world, and on a probing … [ Read more ]

Are Super Star CEOs bad for firm? It seem so.

FinanceProfessor.com blog entry examining the idea that super star CEOs are rarely good for the long term prospects of the firm. Includes links to a NY Times article and a SSRN article by Ray Fisman, Matthew Rhodes-Kropf and Rakesh Khurana.

Ebbers Rex

Like their counterparts in Greek tragedies, CEOs who defraud their companies’ shareholders fall victim to their own sense of invulnerability, according to BCG’s Kees Cools. Writing in the Manager’s Journal column of the Wall Street Journal, the BCG executive adviser details the findings of his study of 25 instances of major corporate fraud since 2000. Not surprisingly, the pressure to consistently achieve unrealistic share growth … [ Read more ]

The Ramifications of Restatements

Outside board members fear the legal and financial consequences they may face as a result of financial reporting failures. However, recent research suggests that outside directors of companies issuing earnings restatements are more likely to suffer a blow to their reputations and employability. When companies restate earnings, outside directors tend to lose board positions with both the restating companies and other companies. The losses are … [ Read more ]

Managing the key cultural dimensions of control and risk

Understanding international differences in perceptions of management control is important to the management of risk within multinational companies (MNCs). The effectiveness of the control of risks is a matter of opinion – at least until control has been shown to have failed. Different perceptions of what constitutes risk, and of how risks can be managed, lead to differences of opinion about the effectiveness of control. … [ Read more ]

How going global compromised Parmalat

The Italian giant Parmalat imploded during a financial crisis, resulting in a police investigation, a suicide, a series of arrests and shockwaves throughout the international financial community. The role of corporate governance, auditors and the regulators all came under scrutiny. This is an excerpt from a full case study on the company available from the European Case Clearing House.

The Court of Public Opinion

The media plays a crucial role in shaping the public image of corporate managers, and in doing so can pressure them to behave according to social norms.

CEO Skill and Excessive Pay: A Breakdown in Corporate Governance?

A high salary doesn’t necessarily mean that a CEO is more competent than his or her peers, say researchers. And the pattern of job effectiveness not matching pay levels seems to affect more CEOs of large firms than small ones.

CEO Succession 2003: The Perils of “Good” Governance

Booz Allen Hamilton’s annual study of CEO succession aims to identify patterns in the relationship between chief executive officer tenure and corporate performance that can provide insights for managers, board members, and their advisors. Following the methodology used in previous years, we identified chief executives at the 2,500 largest publicly traded companies in the world (based on market capitalization as of January 1, 2003) who … [ Read more ]