Seven Myths of Boards of Directors

Should the chairman always be independent? Do CEOs actually make good directors?

Building a Forward-Looking Board

Directors should spend a greater share of their time shaping an agenda for the future.

Securing the Helm

Watch out for these five warning signs that you’re in danger of being thrown overboard.

How to Create a Better Board of Directors

A little more than two years ago, Stanford GSB lecturer and serial board member David Dodson conducted an informal survey of company board members. He queried CEOs as well as the members, and compiled a list of best practices for these advisory panels.

Who Really Determines CEO Salary Packages?

Every CEO is different, as is every company. So why does one executive compensation package tend to look just like another? The answer lies in the prevalence of interlocking directorates and the use of compensation consultants, according to research by Susanna Gallani.

Viral V. Acharya, Stewart C. Myers, and Raghuram G. Rajan

The common view of the public corporation is that of an organization run by top managers, and monitored by a board of directors on behalf of public shareholders. The separation of decision management (the CEO) from decision control (the board) and from risk-bearing constituents (public shareholders) is thought of as a reasonable way to structure firms, and so long as decisions are made in … [ Read more ]

Viral V. Acharya, Stewart C. Myers, and Raghuram G. Rajan

The traditional description of the firm – an organization run by top managers and monitored by a board of directors on behalf of public shareholders – falls short on three counts. First, control need not be exerted just top down, or from outside, it can also be asserted bottom-up. Put differently, the CEO has to give his subordinates a reason to follow, and this, implicitly, … [ Read more ]

Dealing with Dysfunctional Directors

What to do when a bad apple is spoiling your board.

Editor’s Note: a useful topic for consideration, though I don’t think especially practical advice was presented.

Louis V. Gerstner

Too often a company’s executive motivation system flies in the face of strategic decision making. This occurs for two reasons. First, good managers tend to be promoted so fast that they never have to live with the medium- to long-run outcome of their plans. Second, incentive compensation is often tied either to short-term earnings performance or to stock-price movements, neither of which has anything to … [ Read more ]

Keys to Success: Nurturing Effective Boardroom Culture

With the corporate governance crisis at the turn of the century that shattered firms like Enron and WorldCom, academics and consultants turned their attention to enhancing corporate governance. What the 2008 financial crisis revealed is that the post-Enron governance advice has been insufficient in helping develop successful boards of directors: more work is needed to help us understand what makes a board effective or not. … [ Read more ]

Are CEOs Overpaid? The Case Against

Steven Neil Kaplan, Neubauer Family Distinguished Service Professor of Entrepreneurship and Finance at Chicago Booth, is making a sometimes–unpopular but data–driven case in defense of high–earning CEOs. Kaplan has written a string of papers challenging the common views that executive pay isn’t tied to performance, that boards rarely punish underperforming CEOs, and that average CEO pay keeps going up.

Instead, he argues, the market for … [ Read more ]

The Great Governance Debate: Towards a Good Governance Index for Listed Companies

“The Great Governance Debate: Towards a good governance index for listed companies,” launched at the Institute of Directors, sets out a new framework for assessing corporate governance, moving away from a focus on compliance and towards a more complex measurement which combines public perceptions with a range of objective factors. Ken Olisa, chairman of the advisory panel for the report, warned that the current system … [ Read more ]

Getting What You Pay for with Stock Options

Companies now have an opportunity to rethink their use of stock options so that they serve shareholders as well as executives.

Designing the Corporate Center: How to Turn Strategy into Structure

Complex global corporations are under unrelenting pressure to create value. But no corporate center can add value without an effective parenting strategy, and no strategy can succeed without an organizational design that translates strategy into operational reality. Learn how to turn your corporate center into a value-creation engine.

Value-Focused Corporate Governance: How to Engage Boards and Enhance Decision Making

Good corporate governance isn’t just about compliance: it spurs value creation. BCG has identified several often-overlooked factors that can help boards become more engaged, make better decisions, and govern more effectively. Boards can thus act as true partners to CEOs in steering companies toward sustained success.

Is CEO Pay Really Inefficient? A Survey of New Optimal Contracting Theories

The authors argue that executive compensation is set by CEOs themselves rather than boards on behalf of shareholders, since many features of observed pay packages may appear inconsistent with the standard optimal contracting theories. However, it may be that the simple models do not capture several complexities of real-life settings. This paper surveys recent theories that extend traditional frameworks to incorporate these dimensions, and show … [ Read more ]

Leadership Character and Corporate Governance

When it comes to selecting and assessing CEOs, other C-suite level executives or board members, the most important criteria for boards to consider are competencies, commitment and character. This article focuses on the most difficult of these criteria to assess – leadership character – and suggests the eleven key dimensions of character that directors should consider in their governance roles.

Ten Key Dimensions of Effective CEO Succession

When properly planned and thoughtfully executed, CEO succession offers a company far more than just the transitioning of its top leader. It enables organizations to envision new opportunities for growth, and realign and strengthen processes and systems throughout the enterprise. Readers will learn how to manage the succession process to achieve the best possible outcomes.

Keeping the CEO in Line

Wayward chiefs are often brought to heel by the complex dynamics inherent in their companies’ structure, a phenomenon that can be called internal (rather than corporate) governance.