The Elusive Director Emeritus

As the challenges and demands on directors amplify and questions of liability linger in the background, those qualified to take on this important role continue to ask themselves whether they should. Not only are professionals more hesitant about being a director but the number of directorships any one individual will assume has diminished. For example, [...]

The Toyota Way…For Now

In 1983 Toyota introduced the Camry. My family almost immediately purchased one and drove it with complete security and great pride. We also marveled at its technical sophistication and very advanced gadgets! It’s hard to believe in the 27 years that have since passed that Toyota has grown to the world’s largest car maker and [...]

Intel’s Record Profits and a Look Inside Their Boardroom

In mid-January it was announced that Intel Corp. reported one of the most profitable quarters in their history. Revenue was up 28 percent year over year and net income up 875 percent over the same period last year. Yes, microprocessor prices are up and the company has launched a multitude of new chips. Additionally Paul [...]

A Foregone Conclusion?

One of the prevailing themes in corporate governance right now is the recommendation of splitting the roles of Chairman and CEO in corporations. Much of this discourse has come as a result of the dismal business environment we have been living in of late. It is now being advocated that splitting the Chair from the [...]

Duty of Care; Duty of Loyalty

Professor Henry Mintzberg is ranked nine on the "Top 20 Business Thinkers" list of the Wall Street Journal and 16 on the Financial Times' "The Thinkers 50" list. He has been teaching at my alma mater McGill University since 1968 and I recently attended a McGill alumni event during which Mintzberg spoke about his new [...]

10 Questions for your Board

1. Do you have a lead or presiding director or a Non-Executive Chairman? 2. What is his/her role? 3. Is there a risk function on the board? 4. Is there sufficient diversity of experience and thought? 5. Are all the directors sufficiently available and committed to the company? 6. How does the board deal with [...]

Board Lucidity

Corporate boards have always been somewhat of a paradox. On the one hand they are highly visible and evident. Corporate directors are listed on a company’s web site, in its proxy, annual report and any number of other easily accessible materials. Along with names there are often photos and even short biographies listing jobs other [...]

Consider External Recruiting Firms!

Approximately 80 percent of board seats are still filled by friends or associates of directors or the senior corporate officers of the company. Selecting friends and associates to serve on a board may foster collegiality but doing so also raises questions about director independence, director capture and so forth. Director independence is of course of paramount importance [...]

Advisory Boards 101

  When considering the concept of effective governance in the business world one inevitably thinks about boards of directors. Indeed, in the United States every state does require that corporations have a board of directors. This business structure, when applied correctly, brings much value to all stakeholders and as such has been applied to non-corporate [...]

Say on what??

The US has recently proposed new legislation that would provide shareholders with a vote on top executive compensation in all public companies. While I am in full agreement with the idea of change and better oversight by the stakeholders of an organization, I do have a few concerns with this proposal. The “say on pay” [...]