Jean-Paul Larçon, Bernard Ramamantsoa

Corporate governance is not only a European challenge but an international one, because companies ultimately compete for financial resources on the global market. And corporate governance practices, which are strongly linked to local legal and regulatory environments, have a strong influence on strategic management style, as well as on decision-making at board, CEO and middle management levels. Thus, if organization follows strategy, strategy follows governance. … [ Read more ]

Ricardo Semler

Being prepared to make major changes is what most executives will not do or are not prepared to do. Certainly this is true of corporate boards. Look at their makeup: twelve guys who are in other businesses and who have other lives to live. Why would they want to create havoc? So […] they’ll make cautious instead of intrepid decisions. Boards are set up to … [ Read more ]

Cowardly Corporate Lions

In a room full of smart and accomplished corporate board directors and CEOs from leading companies around the world, one topic resonated above all the usual items on the table. It wasn’t strategy, risk management, or compensation that stood out among the group I spent a couple of days with last week.

It was courage.

Of course, that wasn’t the word they used to describe their dilemma. … [ Read more ]

Who Will Lead? Twelve Canadian Organizations Discuss How to Assess Executive Talent

Numerous processes in business are both an art and a science. Assessing executive talent is one such process. This author surveyed senior human resource professionals, and while he found that firms used different tools to assess executive performance, their practices and ability to predict performance could be distilled into five principles. Readers will learn what they are and how to apply them in this article. … [ Read more ]

The Do-or-Die Questions Boards Should Ask About Technology

Board members should raise nine critical questions when discussing technology strategy with IT and business managers.

Modernizing the Board’s Role in M&A

Active involvement can help companies capture more value—and develop a competitive advantage in deal making.

Elevating Technology on the Boardroom Agenda

Boards are starting to guide management by asking the right questions about technology.

The ‘Moneyball’ Approach to Hiring CEOs

Instead of throwing money at “superstars,” companies would be better served by using quantifiable measures to pick the right CEO, according to recent Wharton research.

Board Governance Depends on Where You Sit

William George, former CEO of Medtronic and a veteran of ten corporate boards, reflects on common governance pitfalls and how to overcome them.

Is It Wrong for Shareholder Value to Rule Business Thinking?

Often, shareholder value trumps all when it comes to measuring corporate success. But focusing too much on the short term can hurt a business over the long run, says Wharton’s Eric W. Orts.

How Boards Can Rein In CEO Pay

I’m all in favor of greater corporate disclosure and transparency, but the goal shouldn’t be simply to limit CEO pay. Instead, it should be to make certain their compensation is tied to the company’s long-term performance. And it would be better for all concerned if boards, rather than regulators, assumed their rightful responsibility to get executive compensation right. Three general principles can serve as guidelines … [ Read more ]

Eric W. Orts

When you are using short-term options or other mechanisms to pay managers only in terms of their share-price performance, you create perverse incentives for them to commit fraud. I think that this is something that people did not think about when they adopted economic theories. Basically, in the economic jargon this is called “principal agent theory.” Principal agent theory was invented and advocated beginning about … [ Read more ]

Floren Robinson and Justin M. Brown

By definition, governance is about making decisions and handling exceptions. Yet too rigid an approach may limit innovation and the autonomy of individual managers to make the best decision for their parts of the business. On the other hand, leaders need to be wary of promoting an undisciplined “Wild West” mentality. Deciding where to draw such lines requires a thoughtful reading of company culture and … [ Read more ]

Your Succession Plan Is a Bust

It’s probably just a replacement plan. Here’s how to create an effective succession plan — one that makes your company stronger. A Q&A with Randall Beck, Gallup Managing Partner and expert on succession planning.

Research Perspectives on the New CEO

Academic studies of the recruitment of chief executives suggest that those from outside the industry do relatively well, companies pay more for generalists than for specialists, and “shadow emperors” hamper performance.

How Much Is Enough?

James A. Ogilvy, author of Creating Better Futures: Scenario Planning as a Tool for a Better Tomorrow, introduces a passage on the limits of executive compensation from Conscious Capitalism: Liberating the Heroic Spirit of Business, by John Mackey and Raj Sisodia.

Randall Beck

Developing a [succession] plan in advance gives you time to react and develop more leaders. Take the CEO position, for example. You might identify three viable candidates, which is a good rule of thumb for filling any key role. But during the succession planning process, you might discover that none of the three candidates you’ve identified are ready for the role. You can then speed … [ Read more ]

The Wrong Incentive: Executives Taking Stock Will Behave Like Athletes Placing Bets

In football, there is a rigid separation of the real market — the games played on Sundays — from the expectations market, or the betting that takes place prior to the game. No participant in the real market is permitted to participate in any way in the expectations market. If they do, they risk a lifetime ban for even one infraction. There is an even … [ Read more ]

Frank V. Cespedes

Telling the board that the sales pipeline grew by $X should not qualify as a good answer if the board and founders are serious about good governance and profitable growth. How did the pipeline grow? Did we add lower- or higher-profit and lifetime value customers? Are we targeting shorter or longer selling-cycle prospects? What are the implications for the “center of gravity” in the venture’s … [ Read more ]