I recently served on a governance awards judging panel assembled by the Canadian Society of Corporate Secretaries (CSCS). Winners of the awards were announced at this organization's annual conference in Halifax last month. I participated in a plenary discussion to discuss some of the winning practices.
It is hardly surprising that boards do not focus on value creation, strategic planning, or maximizing company performance, survey after survey, as much as they do on compliance. Their compensation structure does not incent them to. Here is what is needed to align director pay with shareholder interests:
One of the best pieces of advice I've ever received as it relates to starting or building a business is this: Get a board of directors. Why would someone running a business want a board of directors? That's a great question and here is my humble opinion: Starting and running a company is hard work and at times it can be damn lonely.
What follows is a series of recommendations that could apply to any public board to: make it more focused on value creation; to strengthen real director independence, including from management; to strengthen management accountability to the board; and to strengthen board accountability to shareholders.
Trust at the board level is necessary at three intersection points: board and CEO, board member to board member, and CEO to C-suite. Why does trust matter? Think about the transactional costs of a low-trust relationship. In low trust relationships, suspicion abounds and parties feel compelled to paper every decision and every discussion. What can boards and executives do about this? Here is some advice.
The management of XL Foods Inc., which has been in the news for causing the biggest beef recall in Canadian history, has not figured out the most important issue is how the company governs food safety. Neither XL foods or its parent company appear to have any independent directors, who are essential to ensuring internal management does not cut corners. No one likes to be controlled, least of which entrepreneurial employees. However, ask yourself if defective internal controls are worth the price, in terms of reputation and financial loss. It can indeed be a run on the bank if consumers don't have confidence, and it can get worse unless governance checks are put in place.
Recently, there have been some examples of shareholder activism, at Yahoo, Research in Motion and CP Rail. What does not seem to dawn on people (at least not completely) is that if public company boards really understood and did their jobs, there would be no need for "shareholder empowerment." The only question in responding to a "concerned" or activist shareholder is: what is in the best interests of the company and its shareholders?
Think of it as walking into a neighbourhood leveled by a tornado. That pretty much sums up what a special type of CEO faces -- one who's been brought on after the termination or resignation of a scandal-ridden predecessor. A CEO version 2.0 has a lot to contend with in that kind of wake. Here are some tips...