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The Boardroom Follies In which we meet the non-stockholders, non-attenders, and nonagenarians still among America's corporate directors.
(FORTUNE Magazine) – The corporate disaster count seems to be going up, and it's worth asking why. Not that we can tally these things precisely, but think of just the past few months: Enron, the biggest bankruptcy in history, with over $50 billion of shareholder wealth vaporized; Warnaco, another former highflier, with shares that now cost less than a Snickers bar; the U.S. steel industry, which has finally thrown in the towel and admitted it can't survive on its own. Among slightly longer-running disasters, Lucent and Nortel have actually destroyed far more shareholder wealth than Enron, and Xerox isn't far behind--but they've been pushed out of the headlines. What went wrong? These are all man-made disasters, and when you search for the people to blame, you end up quickly at the board of directors. Somewhere around the last recession (1990-91) it dawned on America's shareholders that when something goes hugely wrong at a company, the buck stops at the board. Thus began a great campaign, still going strong, to improve corporate governance. Its cause is noble, and it has won a lot of victories. And yet the corporate-governance follies carry on with a surprising amount of vim. To see just how much, stop by a terrific Website at www.thecorporatelibrary.com. For our purposes you'll have to bypass the section that gives you the full text of the employment contracts of hundreds of major CEOs, though I recommend that you check that out later. Right now we're concerned with the state of America's boards, and so we arrive at the site's director screening tool, which answers all kinds of interesting questions about the directors of 1,500 companies. One of the major problems with directors of public companies is that they sometimes don't own much of the company's stock. Odds are strong they'd try a lot harder if a significant amount of their own money were at stake. So I asked how many directors owned no stock at all in the companies they directed. Answer: 963--and the director screening tool gives you all their names. For example, did you know that Apple Computer CEO Steve Jobs owns no shares of Gap, though he's on the board? Another problem: too many inside directors. Virtually every board will include the CEO, which makes sense, and maybe the COO if that person is in line to run the show. More insiders than that can give the CEO too much power over a group that is supposedly the shareholders' independent guardian. So I asked how many inside directors are on those 1,500 boards. Answer: 4,218, or about three per board. Not bad, but what's interesting is the details. The major company with the most inside directors seems to be American International Group, the world's most valuable insurance conglomerate, with nine. You can find plenty of others with seven or eight. Directors who don't go to board meetings aren't worth much, so I asked how many directors missed at least 25% of the meetings in the past year. The answer is 271, including many big-deal CEOs who gave short shrift to their outside boards, such as American Express' Ken Chenault, PepsiCo's Roger Enrico, Oracle's Larry Ellison, and News Corp.'s Rupert Murdoch. Just for fun, I asked if there were any triple-threat directors: insiders who owned no shares and had attendance problems, even though the board meetings were presumably just down the hall. There were three. You've never heard of them, believe me. I couldn't resist asking one other question: How many directors are over 90? Answer: nine. America's oldest director appears to be George E. Kane, 96, who was just reelected to a three-year term at Panera Bread, which operates bakery cafes around the U.S. This Strom Thurmond of corporate America serves on the board's audit and nominating committees, and was on the compensation committee until this year. Unlike Strom, he has not promised he won't run again. I'd love to tell you things were getting better in the boardroom. By certain gross measures they clearly are. Investors are far more interested in directors than they used to be. Many companies are adopting excellent new policies on important matters such as mandatory levels of stock ownership and mandatory retirement ages for directors. Fed-up investors are flexing their muscles far more effectively than before, forcing companies to abandon classified boards--on which only a fraction of the directors are up for election in any given year--and other devices that entrench management at the expense of shareholders.That's all terrific news. But the more important question is, Are boards getting better as fast as the world is getting tougher? Just barely. We should all support the good-governance campaign of the past decade. What matters most about corporate governance, though, is not whether it's good, but whether it's good enough. Until the disaster count starts coming down, it isn't. |
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