Tag Archives | management

Directors Forum 2016: Directors, Management & Shareholders in Dialogue

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016: Set for Opening Reception

Directors Forum 2016 is a ‘must’ in an increasingly complex and volatile environment with expanding investor and stakeholder activism, geo-political unrest and 24/7 political campaigning, boards and management facing unprecedented demands. “Directors Forum 2016: Directors, Management & Shareholders in Dialogue,” hosted by Corporate Directors Forum on January 24-26, 2016, provides a forum for three constituencies who seldom share the stage – directors, shareholders and management (and regulators) – to express their divergent and sometimes contentious perspectives on these and other issues. Get the special corpgov.net discount when you Register. Use promo code: discount16. Continue Reading →

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Last Day for Early Registration: Directors Forum 2015, San Diego

Directors ForumSign up today for the 10th anniversary, Directors Forum: Directors, Management & Shareholders in Dialogue, which brings together a unique blend of institutional investors, directors, management, regulators, consultants and contractors in an intimate setting designed for genuine access and interaction between speakers and attendees. January 25 – 27, 2015 in beautiful San Diego.

I attend several events each year that attempt to bring members of the corporate governance industrial complex together. This is definitely one of the best. I hope to see you there to discuss some of the most important issues in corporate governance.
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Review: Handbook of Research on Promoting Women's Careers

The march of women into the upper echelon seems inevitable. A few points from the introduction:HandbookOfResearchOnPromotingWomensCareers

  • 60% of recent university graduates have been women, 50% of those graduating with advanced degrees in law and medicine, 1/3 of those with MBAs.
  • There will be labor and skill shortages in all developed countries over the next two decades as baby-boomers retire.
  • Women make 89% of the consumer purchasing decisions.
  • Companies with more women in top management positions are more successful.
  • Women are less greedy, less likely to engage in theft, fraud and corruption, protecting their organizations from failure and poor reputation.
  • Organizations retaining and advancing qualified women have an advantage in the war for talent. Continue Reading →
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Corporate Directors Forum – Day 2

This is the last in my series on the Corporate Directors Forum 2013. See materials, slideshowCorporate Directors Forum 2013: Bonus Session, and Corporate Directors Forum 2013 – Day 1, Part 1, and Corporate Directors Forum: Day 1, Part 2. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion. I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience. Continue Reading →

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Corporate Directors Forum 2013 – Day 1, Part 1

Below are some relatively quick notes I took at the Corporate Directors Forum 2013, held on the beautiful campus of the University of San Diego, January 27-29, 2013. See materials. The program was subject to the Chatham House Rule, so there will be little in the way of attribution below but I hope to provide some sense of the discussion.

I throw in a lot of opinions. Some are those of panelists, some are mine, and some came from the audience.  I learned a few things, renewed acquaintances and made some new ones. If corporate governance is your thing, I hope to see you there in 2014.

First, a quick shout out to Linda Sweeney, executive director, Corporate Directors Forum; Larry Stambaugh and Michael J. Berthelot, program co–chairs; James Hale and Anne Sheehan, meeting co–chairs, as well as all the others who made CDF such a great experience, including valets, cooks, wait staff, student volunteers and many more. Continue Reading →

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SVNACD Event – Corporate Boards: Strategy, Not Just Operations Review

Bob Frisch photoBob Frisch is the managing partner of Strategic Offsites Group. He has more than 29 years of experience working with executive teams and boards worldwide on their most critical strategic issues. He has published three articles on teams and decision making in the Harvard Business Review: “Who Really Makes the Big Decisions in Your Company” (12/11), “When Teams Can’t Decide” (11/08) and “Off-Sites That Work” (6/06). Bob’s work has been profiled in publications from Fortune to CFO to the Johannesburg Business Report. He is a regular contributor to Bloomberg Business Week and The Wall Street Journal and his blog appears at HBR.org. Continue Reading →

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Five Traits Characterize Effective Island Style Leadership

Guest post from Glenn Furuya, courtesy of Pacific Business News, 1/18/2013, page 31. The article caught my eye soon after returning from the funeral of my wife’s great aunt, Kay Kramer (98), who embodied the three cultures Furuya discusses below, both in the flesh and through her work and life. 

Having read hundreds of publications and worked side-by-side with many successful leaders in Hawaii for over 30 years, I believe that Hawaii’s cultural context contributes significantly to effective leadership.

Although few outside these Islands may recognize it, many of our leaders possess a “hard-wiring” that produces outstanding results. Many who have heard my presentation on island-style leadership agree. The following five examples will give you a feel of the inherent potential of island-style leadership. Continue Reading →

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Stakeholder Theory: Impact and Prospects

Stakeholder Theory: Impact and Prospects edited by Robert A. Phillips provides a great education in history to those of us who have been using the term “stakeholder” but who have little idea of its origins.

Honoring the twenty-fifth anniversary of R. Edward Freeman’s Strategic Management: A Stakeholder Approach, Phillips assembles a collection of commentaries and critiques by some of the most influential scholars of
stakeholder theory, with concluding remarks from Freeman himself.

The book starts by delving into citations and moves quickly to address three mischaracterizations of the original work:

  1. The assumption that Freeman approves of CSR – sees CSR as actually Continue Reading →
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Inspiration: Many CEOs Don't Recognize It

CEOs are six times more likely than employees to believe they work in a company where people are inspired. Instead, employees see themselves as coerced (84%) or motivated (12%) by “carrots and sticks,” rather than a commitment to mission and purpose (4%). Are CEOs just deceiving themselves… or employees deceiving their CEOs?

How important is a values base for a company? For all of us, it can collectively mean the difference between salubrious and a toxic environment. For the company and its shareowners it can mean Continue Reading →

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Extracurricular Reading

From August 2011 Harper’s Index:

  • Portion of employers who say they conduct criminal-background checks on potential employees: ¾
  • Chance that an American adult has a criminal record: 1 in 4
  • Percentage of applicants offered undergraduate admission to Harvard this year: 6.2
  • Percentage of applicants accepted for employment on McDonanld’s National Hiring day in April: 6.2

From the July/August edition of Resurgence comes a review of Chandran Nair’s Consumptionomics: Asia’s Role in Reshaping Capitalism and Saving the Planet. by Chandran Nair by Ziauddin Sardar.

Rampant consumerism is the great curse of our time. The driving force is “free market Fundamentalism.” Nair thinks China and India will be forces of change, largely for two reasons:

  1. The US model if unsustainable. Corn, which is heavily subsidized, and where farmers pay nothing for the carbon emissions they generate, is an example of a model which assumes Nature has limitless capacity. That model only works when a small proportion of the Continue Reading →
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Uncovering Erroneous Assumptions

Bartley J. Madden’s recent paper, Management’s Knowing Process and the Theory of Constraints, explores the brain’s capability for forming and re-forming neural circuits that constitute our perceptions of the “world out there.” Our “realities” are built up from specific and limited past experiences.

Managers and boards would do well to be more attuned to uncovering erroneous assumptions as an aid to more successfully dissolving internal conflicts, adapting early to changes in the external environment, and securing competitive advantage. Madden discusses the Theory of Constraints (TOC), as a proven Continue Reading →

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Moving Corporate Governance Out of the Fraternity House

Perhaps it takes the mass media to illustrate the skewed focus of corporate law. Here we have the [at least for now] CEO of Tribune Company, Randy Michaels, under fire for a lot of superficial things, such as an alleged frat house atmosphere in the company, while his role in the company going into and staying in bankruptcy during his three year tenure wasn’t enough to bring about such scrutiny or cause the board concern about its own exposure. It took a misstep by one of his subordinates in circulating an offensive video and public disclosure of a ‘frat house’ atmosphere to bring things to this point. (Tribune Co. CEO Randy Michaels: I have not resigned, Chicago Tribune, 10/19/2010)

But sources said board members were concerned that Michaels had publicly embarrassed an iconic Chicago institution, made many of its employees uncomfortable, and had aggravated an already-tortuous 22-month-old bankruptcy process at a highly delicate stage.

In light of those issues, board members also were becoming concerned that the behavior of Michaels and his management team might open them up to legal action over their fiduciary duty to protect the company, the sources said.

To be clear: the juvenile hijinks are wrong, probably illegal and ill-befitting of an executive of a major public company. However, they and the public embarrassment and employee discomfort are a peripheral matter in the grand scheme of things and have nothing to do with return to shareholders, or in this case, creditors, which should as a matter of law, be the board’s focus. Something is wrong with a scenario where a board is motivated to act in accordance with its fiduciary duty only when raucous behavior comes to light, and had no such motivation in the face of poor financial performance resulting in a protracted bankruptcy, and drastic loss of market share.

Something needs to be done about our corporate law environment when CEO’s who have enough sense to avoid personal indiscretions (or keep them private) get a pass on poor strategy or execution, and their performance is subjected to real scrutiny only when juvenile antics come into public view. Similarly, boards should have at least as much legal exposure when they don’t hold management accountable for a lousy job with their core functions as when they don’t react to personal level foolishness.

It’s a curious legal environment indeed when an HP CEO who presided over a doubling of shareholder value and a Tribune CEO who presided over a bankruptcy filing and deterioration of business value during the process suffer the same fate on account of extracurricular personal indiscretion. It’s also a reflection of a system that needs drastic updating to take substantive performance into account as part of directors’ fiduciary duty.

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Financial Sustainability: Restoring Market Stability, Corporate Value & Public Trust (ICGN Mid-Year 2010)

Disclaimer: Given Dodd-Frank, proxy plumbing and all those comments I want to provide the SEC, the report below doesn’t do the ICGN Mid-Year Conference justice.  I wrote this up more than a week later with poor notes and memory. Comments, corrections and substitute photos are solicited.

Sharing Perspectives Across the Atlantic. Phil Angelides, Lord McFall and moderated by David Pitt-Watson.

The Financial Crisis Inquiry Commission will report in December to give an unbiased historical accounting of the causes of financial crisis. It will be out in book form but will also be available through download.

Phil Angelides

$11 trillion in wealth was wiped away. The market took until 1954 to get back to the levels of 1929. Let’s hope this one doesn’t take as long but, more importantly will we learn the lessons necessary to prevent or minimizes future bubbles?

It was a failure of accounting and deregulation. Too many were rewarded based on volume not on performance and their was no continuity in risk (they thought) after all the slicing, dicing and creative complexity.

Lord McFall

Rewards can’t be asymmetric and function properly. This was not a natural storm; the clouds were seeded. Signs were there, such as a 2004 warning from the FBI about a housing fraud epidemic, but they were glossed over. Now, our remaining investment banks are largely trading banks, not focused on generating capital but on gaming the markets. The betting market is much larger than the real economy… with more than 85% of transactions being synthetic.

Dodd-Frank requires the investment banks to hold 5% of the securities they sell but I’m not sure what good that does since that portion of their business is now minor. We need to rethink the role of finance in our economy. Continue Reading →

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