It’s Now (Especially) All
About People Today’s directors would do well to learn from the
honorable individuals who preceded them. By Leo Hindery Jr.
It’s sad to say, but this is certainly not the
golden age for corporate governance.
At a time of such economic peril, we desperately
need diligent,
thoughtful, and ethical hands on the tiller of corporate America. Yet,
too many current directors of major corporations are either
lackadaisical“yes”men (and women), or, more insidiously, they put
themselves and their selfish economic interests first, ignoring blatant
conflicts of interest and abandoning principals of honor and integrity.
Heroism in governance:
A special tribute to John Smale
General Motors board member John Smale personified the courageous
director when he became nonexecutive chairman of the automaker, an act
that staved off disaster for GM in the 1990s and led to an enduring
advancement in how boards govern. Ira Millstein, Roger Kenny, Robert
Mittelstaedt Jr., Ann McLaughlin Korologos and J. Willard Marriott Jr.
offer reflections, and we dip into the archives (plus revisit the GM
Governance Guidelines) for additional dimensions of this leader and his
legacy.
Boardroom parity in
the U.S. by 2012 By Janice Reals Ellig and Kathryn S. Wylde
For gender diversity, that is. It can happen (and without quotas).
Plus, an excerpt from Women Leaders at Work by Elizabeth
Ghaffari and I’d Rather Be in Charge by Charlotte Beers.
What’s In a Title?
The roles of nonexecutive chairman and lead director are not the same. By Jim Kristie
April was a
hot month for a topic that still has a lot of hotness to it —
separating the chairman and CEO positions.
Goldman Sachs wrestled to the ground one of its large institutional
owners over splitting the top jobs. The firm reached a compromise to create
a lead director role for the board. On April 12 the Group of 30
kerplunked a report
on the market recommending that international banks split the roles
of chairman and CEO. (Click
here to download the full report.)
And the separation is still very much on investors’ minds, including at
General Electric, where 22% of votes cast at last month’s shareholder
meeting were in favor of having a nonexecutive chairman.
This role separation has been a simmering issue for years here at Directors & Boards. We turned up
the heat a couple of years ago when we joined with our close colleague
and editorial advisory board member Charles
Elson,
who leads the Center for Corporate Governance at the University of
Delaware, to run a blue-chip panel at the Center on the pros and cons
of separating the roles. We titled the resulting editorial piece “The
Great Divide,” and a
copy can be downloaded here.
In the continuing debate over the role separation, there is a school of
thought that the positions of nonexecutive chairman and lead director
are fundamentally the same. Not quite.
May 1-2, 2012
WomenCorporateDirectors (WCD) is holding its second Global Institute
and Visionary Awards Dinner. This conference will consist of a two-day,
high-powered idea forum exploring compelling issues on the minds of
today's board directors and their companies. The invitation-only Global
Institute will feature a number of director panel discussions. The
dinner on May 1 will honor the winners of the 2012 WCD Visionary
Awards: Publicis Groupe (for leadership and governance) and Intel (for
innovation and shared value) as corporate honorees, with DuPont Chair
of the Board and CEO Ellen Kullman and Desjardins Group Chair of the
Board, President, and CEO Monique Leroux picking up individual honors.
Muhtar Kent, chairman and CEO of Coca-Cola Co., will deliver the
keynote address at the dinner. For
more information, visit here.
May 3, 2012
Baruch College's Robert Zicklin Center for
Corporate Integrity will hold the 11th Annual Financial Reporting
Conference. This day-long conference serves as a forum for interaction
between business and accounting executives and policy setters from the
Public Company Accounting Oversight Board, U.S. Securities and Exchange
Commission and the Financial Accounting Standards Board. The luncheon
keynote speaker will be PCAOB Chairman James Doty. For
more information visit here.
