Management Turnover as Change Agent

Showing posts with label Board of Directors. Show all posts
Showing posts with label Board of Directors. Show all posts

Monday, December 28, 2009

Recommended Reading - What Iceberg? Just Glide to the Next Boardroom, NY Times

Gretchen Morgenson, the New York Times’ well known business reporter has done it again. Sunday’s business section included a story by Morgenson entitled, What Iceberg? Just Glide to the Next Boardroom, in which she examined many of the board members that were pushed out of their positions after the financial crisis of 08′ and 09′ and how they managed to get new board positions elsewhere. One would assume this is exactly the kind of circumstance that would not occur but it did.

Three large public companies provide excellent examples. They are Sunoco, the oil company; Paccar Inc., a truck manufacturer; and Tetra Tech Inc., a management consulting and technical services concern. Each of these companies has two directors who, until recently, were on the boards of institutions that were centrally involved in the mortgage meltdown.

… The main reason for director dysfunction is that board members have little fear of being fired for incompetence or sleepwalking through meetings. Because of the way director elections are structured, board members can win their seats if they receive just one vote of support. And even if a majority of shareholders withholds support from directors at annual elections, the directors who are singled out are often allowed to stay.

Anyone interested in corporate governance must read the Morgenson story

Monday, September 21, 2009

Recommended Reading - Too Many No Voted to Be Ignored, The New York Times

Gretchen Morgenson, the New York Times business reporter, wrote another spot-on story in Sunday’s Business section on the need for ending what she calls the often “cozy relationships” between corporate board members and management. Morgenson’s story, Too Many ‘No’ Votes to be Ignored stated,

For years, shareholders have done little to voice complaints about such cozy relationships, but it seems that the financial fiasco of the last few years, and the lackadaisical performance by directors at major banks that contributed to the meltdown, is encouraging investors to become more vocal.

Signs of such a welcome development can be seen in the results of this year’s director elections at annual corporate meetings.

… Even with such thumbs-downs nearly doubling year-over-year, negative votes on directors still remain relatively small and suggest that investors have plenty of room for improvement if they want to make themselves heard.

… Investors are clearly angry with their companies, and they have their reasons. Director accountability to the shareholders they are supposed to serve has been sorely lacking for decades. Even as they rubber stamp risky corporate practices and excessive executive pay, directors continue to win re-election to their increasingly lucrative board seats.

Liberum has also been examining this issue over the last two years. Investors often need to be vocal about how they view management and the responsibilities of board members. Investors must also stay on top of specific board changes for they could mean a potential change in management or strategy. To get more information on the specific statistics Morgenson referred to in her story check out the study performed by Proxy Governance, Inc. entitled SHAREHOLDER VOTES OPPOSING DIRECTOR NOMINEES SHOW SHARP INCREASE IN 2009 PROXY SEASON.

Monday, August 3, 2009

Recommended Reading - Are Directors Ready to Move from Informing to Persuading?, Karen Kane blog

Karen Kane, a corporate governance consultant, recently wrote a blog piece examining the shift many board of directors are experiencing in relation to their work. While I consider Ms. Kane’s post with a grain of salt there is a bit of truth in what she says. Anyone interested in the role of board members or in corporate governance should check it out.

Monday, June 22, 2009

Recommended reading - Yahoo: Carol Bartz Live From Stanford Directors’ College, Barron's Tech Trader Daily Blog

Carol Bartz, the new CEO of Yahoo who has already managed to successfully defy predictions about her appointment to run Yahoo, offers a number of very useful ideas about the role of corporate board directors. Yesterday Eric Savitz posted a terrific piece on Barron’s Tech Trader Daily blog that examined Bartz’s Sunday keynote speech at the Stanford Director’s College. Anyone interested in corporate governance or the roles of board members must read the blog piece.


Thursday, April 23, 2009

Recommended Reading - CEO attrition gives directors chance to step up , Financial Times

Scheherazade Daneshkhu wrote a piece for the Financial Times entitled, CEO attrition gives directors chance to step up. According to the story,

Plucking a CEO from among a company’s existing directors is becoming a trend, says Marc Sanglé-Ferrière, head of the Paris office of Russell Reynolds, the US executive search company, who says traditional succession planning does not work in a time of crisis.

“The new CEOs have tended to come from outside or to have been a recently-recruited board member. We are seeing that, as part of succession planning, companies are increasingly looking to put on the board one or two non-executive directors who could have the potential to become the CEO,” he said.

While the focus of the story was on European companies, Liberum has seen some of the same circumstance crop up in the United States. It is not a large trend but there have been a number of cases.

Friday, February 20, 2009

Recommended Reading - SEC to Examine Boards' Role in Financial Crisis, Washington Post

According to a story by Zachary A. Goldfarb in today’s Washington Post Board of Directors at financial firms might wish to take heed.  Taylor reports the new head of the SEC, Mary Schapiro, plans to have the agency investigate whether the boards,

of banks and other financial firms conducted effective oversight leading up to the financial crisis… 

… As she examines what went wrong, Schapiro is also considering asking boards to disclose more about directors’ backgrounds and skills, specifically how much they know about managing risk…  

We are finally about to see real pressure on boards to perform their duties rather than rubber stamp management’s plans.  Time will tell if Schapiro and the SEC can make some real changes specifically with regard to how boards carry out their responsibilities.  I think with time the SEC will make some real changes. 

Wednesday, November 12, 2008

Words of Wisdom from Controversial Hedge Fund Activist

The Deal.com had a very informative piece today examining Philip Goldstein, the controversial head of hedge fund Bulldog Investors.  Goldstein was the keynote interview at the Deal’s M&A Outlook Conference 2009.  According to the piece by George White,

When speaking about the many failures of major financial companies, Goldstein had harsh words for boards of directors.   

“Instead of blaming the board of directors, [the SEC] blames the shorts. It’s an artificial imposition on the free market,” he said. “Why is the board of AIG still there? They’re basically destroying the company. These boards have laws that basically protect them no matter how badly they screw up. 

”Boards can destroy billions of dollars in value and walk away. Bear Stearns, Washington Mutual, it goes on and on. The real moral hazard is on the boards. These guys get all the upside and none of the downside,” Goldstein observed.”They want to run things when things are good, but when things are bad they’re gone.”

Goldstein appears to hit the nail on the head in his assessment of boards.  Shorting stocks is not the bogey man it has been made out to be.  Let’s start seeing boards live up to their responsibilities.  If they do, we can expect some real changes for the positive. 

Tuesday, January 15, 2008

Management Turnover Data for 2007 and 2006

Corporate management turnover in 2007 was slightly below the record levels registered for 2006 but remained very high. 2007 CEO, CFO and C-level turnover totals registered an overall decline of 5%, 2% and 2% respectively from that of 2006. The actual CEO and CFO changes for 2007 overall, however, were far more "significant" and in many cases were far more high-profile for the companies involved than were those registered in 2006.

2007 turnover data began to trend upwards after the first quarter of 2007 concluded. The first quarter of 2007 recorded dramatic declines from the same quarter in 2006. CEO turnover declined 17%, CFO turnover declined 22% and overall C-level management declined 15% in the first quarter of 2007 as compared with the same categories in 2006. The last three quarters of 2007, however, trended upward and are expected to continue at a high level into 2008. Each of the last three quarters showed a similar pattern in overall management changes with the record level of turnover recorded during 2006. Turnover totals for the last three quarters of 2007 were nearly the same as those in 2006 (see the data below).

2005, 2006 & 2007 QUARTER BY QUARTER
C-LEVEL CHANGE COMPARISONS
ALL C-LEVEL CHANGES
(Directors, CEOs, CFOs down to VP Level)

2005
1st Quarter - 3,135
2nd Quarter - 3,354
3rd Quarter - 3,787
4th Quarter - 6,396
TOTAL - 16,672

2006
1st Quarter - 7,539
2nd Quarter - 8,316
3rd Quarter - 6,214
4th Quarter - 5,989
TOTAL - 28, 058
(a 68% increase over 2005)

2007
1st Quarter - 6,430
2nd Quarter - 8123
3rd Quarter - 6321
4th Quarter - 6483
TOTAL - 27,357
(2% decline from 2006)

CEO CHANGES

2005
1st Quarter - 518
2nd Quarter - 500
3rd Quarter - 400
4th Quarter - 481
TOTAL - 1,899

2006
1st Quarter - 755
2nd Quarter - 727
3rd Quarter - 650
4th Quarter - 611
TOTAL - 2,743
(30% increase over 2005
)

2007
1st Quarter - 626
2nd Quarter - 686
3rd Quarter - 641
4th Quarter - 664
TOTAL - 2,617
(5% decline from 2006
)

CFO CHANGES

2005
1st Quarter - 457
2nd Quarter - 426
3rd Quarter - 408
4th Quarter - 426
TOTAL - 1,717

2006
1st Quarter - 630
2nd Quarter - 654
3rd Quarter - 551
4th Quarter - 466
TOTAL - 2,301
(23% increase over 2005)

2007
1st Quarter - 489
2nd Quarter - 646
3rd Quarter - 620
4th Quarter - 574
TOTAL - 2,329
(1% increase over 2006)

If you are intersted in more detailed data contact me by email.