What Would You Like to See Changed in How Boards Do Business?
from
November/December 2002
Harriet Mouchly-Weiss, 60
Managing Partner, Strategy XXI, New York City
American Greetings, Viisage Technology
I
think CEOs and the people who run the board meetings need to go to
governance school. Most of them—I’m not referring to the ones I’m
on—don’t know how to use boards effectively. They may know a board
member’s résumé, but don’t spend enough time with each member to know
what that person can do for the board. And they don’t really know how
to help the board work together effectively as a group.
Charles F. Pollnow, 70
Chairman, President, and CEO, Brulin Corp., Indianapolis
DT Industries
You’d
like to get educated more on all the changes taking place—accounting
procedures, new Federal Trade Commission regulations, and so forth. I
would like to see more good, constructive training programs.
Jean Picker Firstenberg, 65
CEO and Director, American Film Institute, Los Angeles
Trans-Lux
It’s
always about information. How much do you get? How well is it
presented? How timely is it? In terms of my own responsibilities as a
CEO, I think keeping the board informed is one of the most important
things I need to do. So in this imperfect world of ours, I would always
be in favor of upgrading communication.
Jon Boscia, 50
Chairman and CEO, Lincoln Financial Group, Philadelphia
Hershey Foods
I think all boards should have a closed session where only the outside directors meet.
Archibald Cox Jr., 62
President and CEO, Magnequench Inc., Indianapolis
Hutchinson Technology
I
don’t think there are many boards that do an evaluation of their own
performance. It’s something we do at Hutchinson Technology, but we
haven’t done it at Magnequench. It can be uncomfortable, but it’s
something that more of us should do.
Robert Smialek, 58
Former CEO, Applied Innovations, Dublin, Ohio
CoorsTek, General Cable
We
are going to be implementing board performance reviews. That’s a very
powerful process. It’s very helpful to have boards do some
soul-searching.
John Gerdelman, 49
President and CEO, Metromedia Fiber Network, White Plains,
New York
APAC Customer Services, McData, Sycamore Networks
There
needs to be more formality in our proceedings. Some boards don’t vote;
they look at each other and nod. Public companies have become too
informal. It’s so bad that some members have to read the minutes to
find out what happened at the meeting.
Joe B. Foster, 61
Chairman, Newfield Exploration Co., Houston
McDermott International, New Jersey Resources
There’s
been a tendency in corporate America toward professional courtesy in
the boardroom. A lot of board members are sitting CEOs, and they have a
tendency to treat the CEO of the board they are on the way they’d like
to be treated. Sometimes that professional courtesy leads to not paying
as much attention as we should.
William G. Oldham, 64
Professor of Electrical Engineering and Computer Science, University of California, Berkeley
Cymer, Nanometrics
All
boards need increased visibility into the real day-to-day action within
the company. One way is to have rotating “internships” in which outside
board members are expected to spend significant time at the company,
say every five years. If I joined the engineering team for a summer, I
would quickly get to know the main players—who is open, who is
optimistic, and so forth. Someone on the audit committee should have
very deep insight into the day-to-day running of the company, or else
they’d know little more than the outside auditors.
Deborah A. Coleman, 49
Co-Managing Partner, SmartForest Ventures, Portland, Oregon
Applied Materials, Synopsys
I’d
like to rotate people into committees more frequently—maybe three years
on one, then three years on the next. I also think it’s a good practice
for the independent outside directors to meet privately at least once
or twice a year.
|
Minority Report
Yes: 59%
|
Tom C. Stickel, 53
Founder and Chairman, University Ventures Network, Coronado, California
Onyx Acceptance, Sempra Energy
Two
major changes are in order and must be demanded by institutional
shareholders, who hold voting power and are the key to structural
change in corporate governance. One, all boards should have an
independent chairman—no more chairman/CEO. Two, all boards should have
an independent legal-affairs arm, just as they have an audit committee.
Charles E. Adair, 54
Partner, Cordova Ventures, Alpharetta, Georgia
Performance Food Group, Tech Data
I
don’t want to make any recommendations. I’m concerned that in the wake
of Enron, there will be a groundswell of “Let’s change everything.”
Those incidents were horrible, but there must be thoughtful study about
what, if anything, needs to change.
... and please be more considerate of our time
Jay W. Lorsch, 70
Kirstein Professor of Human Relations, Harvard University, Cambridge, Massachusetts
Brunswick, Computer Associates
The
biggest problem is the lack of time to do what we’re supposed to do.
The board meeting lasts several hours, and there is so much packed into
that day that we have to deal with. I would suggest that you reduce the
time spent on information-transmission presentations at meetings. That
can be done in advance, by Internet or by mail. Use board meetings for
discussion and interaction, among directors and between directors and
management. Otherwise it’s a waste of time.
Marilyn R. Seymann, 59
President and CEO, M One Inc., Phoenix, Arizona
Beverly Enterprises, Community First Bankshares, Maximus, NorthWestern
There
needs to be more respect for the use of directors’ time. Except for
crisis situations, your meetings ought to follow certain rules, proceed
in an orderly fashion, and end on time. If you have a board meeting
that’s supposed to be over by noon and you’ve scheduled a four-o’clock
flight, you shouldn’t have to reschedule it three times.
|
Longer Hours 46% say they are spending more time in board meetings than they did a year ago. |
Richard J. Testa, 63
Chairman, Testa Hurwitz & Thibeault, Boston
Teradyne
Time
at board meetings is valuable. I find that management wants to spend an
inordinate amount of time on routine operations, thus avoiding
strategic issues or personnel problems.
Robert M. Teeter, 63
President, Coldwater Corp., Ann Arbor, Michigan
Kaydon, UPS, Visteon
The
greatest pressure you have is time. You want to make sure when you
serve on a board that you do have enough time to dedicate to do a good
job.
James E. Ousley, 56
President, CEO, and Director, Vytek Wireless, Minneapolis
ActivCard, Bell Microproducts, Datalink, Savvis Communications
Boards are taking a lot more of directors’ time, particularly committees. New compensation will be required to keep quality board members involved.
