Download or read book CEO Entrenchment Versus Boards of Directors written by James Markham and published by ProQuest. This book was released on 2009 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporations are the most important business form in the modern economy accounting for the vast preponderance of value added. Consequently, how well they function substantially determines how well the economy functions. Corporations are governed both by formal legal rules and by market pressures coming from product, labor, and capital markets, including the market for corporate control. In both legal and economic theory, shareholder interests should be foremost in corporate governance, meaning that the directors and managers of a corporation should always act in the shareholders' best interests. Economists justify this paramount consideration of shareholders' interests by citing the shareholders' status as the residual claimants to the corporation's profits. Economic theory and research also tell us that shareholders will be interested in very little other than stock returns. Thus, we would expect that, if directors of corporations make their decisions to retain or replace the corporation's CEO according to the best interests of shareholders, the performance of the corporation should be a critical factor and little else should matter. Using a sample that is larger (nearly 10,000 observations) and more recent (1999-2006) than in previously published work, I study board decisions to retain or replace CEOs ("CEO turnover"). I find such decisions are based on both accounting and stock return results and depend critically upon how the directors and the CEO respectively control company stock. Greater CEO control discourages turnover while greater control among directors other than the CEO relates directly to turnover. In addition, among poorly-performing firms in general and among poorly-performing firms with CEOs below normal retirement age, the presence on the board of employees other than the CEO, the CEO serving as chairman, and large board size all appear to entrench the CEO vis-à-vis the board. Classified boards (i.e.-those with staggered election terms among directors), board independence, independence of the nominating committee, and the presence of outside blockholders do not matter to turnover. All of these results apply even among the subset of CEOs who are below normal retirement age.
Download or read book Handbook of Top Management Teams written by F. Bournois and published by Springer. This book was released on 2010-10-29 with total page 725 pages. Available in PDF, EPUB and Kindle. Book excerpt: Questions of company governance have been examined over the years, but this has generally been in areas concerning shareholders. Meanwhile the management team and board of directors remain comparatively unexplored. This book has been written to provide a way into this relatively unknown world of executive committees.
Download or read book Boards CEO Entrenchment and the Cost of Capital written by James Dow and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Existing research on CEO turnover focuses on CEO ability. This paper argues board ability is also important. Corporate boards will be reluctant to replace CEOs as this makes financing expensive by sending a negative signal about board ability. This differs from existing literature: entrenchment does not result from CEO power, nor agency problems. Entrenchment is mitigated when there are more assets-in-place relative to investment opportunities. The paper also compares public and private equity ownership. Private ownership eliminates CEO entrenchment, but a share price guides investment decisions. Finally, the model implies that board choice in publicly listed firms will be conservative.
Download or read book Pay Without Performance written by Lucian A. Bebchuk and published by Harvard University Press. This book was released on 2004 with total page 308 pages. Available in PDF, EPUB and Kindle. Book excerpt: The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
Download or read book CEO Compensation and Turnover written by Eliezer M. Fich and published by . This book was released on 2008 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: The recent wave of revelations involving corporate governance problems has created significant interest in the relationships between chief executive officers (CEOs) and their boards of directors. In this paper we focus on one important but previously uninvestigated characteristic of boards: the tendency of many boards to have two (or more) directors who are also members of another company's board. We define this relationship as a mutual interlock. We explore the consequences of this phenomenon for CEO compensation and CEO turnover.Our empirical analyses - conducted for a sample of 366 large companies, in which 87% of the companies have at least one mutual interlock - show that CEO compensation tends to be higher and CEO turnover tends to be lower when the CEO's board has one or more pairs of board members who are mutually interlocked with another company's board. There are two possible interpretations of these results. One is that the mutual interlocks are an indication of and a contributor to CEO entrenchment, and the higher compensation and lower turnover follow from this entrenchment. The other is that the mutual interlocks are an indication of the strengthening of an important and valuable strategic alliance for the company, and the higher CEO compensation and lower turnover are the CEO's reward for arranging the alliance. We believe that the first interpretation is more accurate, for the reasons discussed in the paper.
Download or read book Inside the Boardroom written by Richard Leblanc and published by John Wiley & Sons. This book was released on 2010-02-10 with total page 340 pages. Available in PDF, EPUB and Kindle. Book excerpt: Distinguished governance experts offer cures for what ails our boards of directors In light of corporate malfeasance in recent years, the governance of corporations has been receiving great attention from regulators, researchers, shareholders, and directors themselves. Based on Richard Leblanc's in-depth five-year study of 39 boards of directors of both for- and not-for-profit organizations, Building a Better Board goes behind the scenes to reveal the inner workings of boards of directors, including how they make decisions. Recently chosen as one of Canada's "Top 40 Under 40"(TM), Dr Richard Leblanc is an award-winning teacher and researcher, certified management consultant, professional speaker, professor, lawyer and specialist on boards of directors. He can be reached at [email protected]. James Gillies, PhD (Toronto, Ontario, Canada), is Professor Emeritus at the Schulich School of Business, York University, where he serves as Chair of the Canada-Russia Corporate Governance Program.
Download or read book Boards at Work How Directors View their Roles and Responsibilities written by Philip Stiles and published by OUP Oxford. This book was released on 2001-03-29 with total page 182 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.
Download or read book Boards That Lead written by Ram and published by Harvard Business Review Press. This book was released on 2013-11-19 with total page 305 pages. Available in PDF, EPUB and Kindle. Book excerpt: Is your firm’s board creating value—or destroying it? Change is coming. Leadership at the top is being redefined as boards take a more active role in decisions that once belonged solely to the CEO. But for all the advantages of increased board engagement, it can create debilitating questions of authority and dangerous meddling in day-to-day operations. Directors need a new road map—for when to lead, when to partner, and when to stay out of the way. Boardroom veterans Ram Charan, Dennis Carey, and Michael Useem advocate this new governance model—a sharp departure from what has been demanded by governance activists, raters, and regulators—and reveal the emerging practices that are defining shared leadership of directors and executives. Based on personal interviews and the authors’ broad and deep experience working with executives and directors from dozens of the world’s largest firms, including Apple, Boeing, Ford, Infosys, and Lenovo, Boards That Lead tells the inside story behind the successes and pitfalls of this new leadership model and explains how to: • Define the central idea of the company • Ensure that the right CEO is in place and potential successors are identified • Recruit directors who add value • Root out board dysfunction • Select a board leader who deftly bridges the divide between management and the board • Set a high bar on ethics and risk With a total of eighteen checklists that will transform board directors from monitors to leaders, Charan, Carey, and Useem provide a smart and practical guide for businesspeople everywhere—whether they occupy the boardroom or the C-suite.
Download or read book Why Do Boards Let Their CEOs Take Outside Directorships Entrenchment and Embeddedness written by Michael G. Hertzel and published by . This book was released on 2019 with total page 48 pages. Available in PDF, EPUB and Kindle. Book excerpt: We study the supply side of the market for CEOs as outside board members in the context of increasing legal and shareholder pressure on CEOs to refrain from accepting outside directorships. Consistent with potential benefits to their employing firms, CEOs have been increasingly more likely to accept directorships at vertically-related firms, especially when information and learning about upstream/downstream industries is expected to be particularly valuable. CEO director- ships at vertically-related firms have a significant positive effect on firm value and performance and help their firms handle industry shocks, especially in innovative industries where anticipating demand and supply conditions is crucially important. Consistent with agency/entrenchment costs, CEO outside directorships at unrelated firms are more likely for sending firms with weaker governance and have a significant negative effect on firm value. Taken together, our results suggest that external pressure has reduced the number of outside directorships that CEOs take and has improved their overall quality, although some evidence of agency problems remains.
Download or read book Governance and CEO Turnover written by Raymond Fisman and published by . This book was released on 2005 with total page 22 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholder delegation of the power to fire the CEO to the board of directors is central to corporate governance. While the board ideally acts as desired by shareholders, board entrenchment may insulate a poorly performing manager from shareholders agitating for her removal. The conventional 1costly firing2 model of managerial entrenchment views this protection from shareholders as purely negative. Yet recent anecdotal evidence on managerial turnover suggests an alternative view of entrenchment: If shareholders misattribute poor performance to the CEO rather than to circumstance, then insulating management from the whims of shareholders may lead to better firing decisions. We propose that entrenchment has an inherent trade-off. We present a model that directly incorporates both sides of this trade-off, and generates a set of empirical predictions that we explore using recently collected data on governance statutes and on the dismissals of CEOs of large U.S. corporations. Our results demonstrate that governance is a very important mediating factor in the relationship between performance and firing. Furthermore, we find support for the 'misguided shareholder' view of entrenchment. Fundamentally this paper explores whether, in caving in to shareholder demands, boards act in the best interest of shareholders or simply respond to their whims: Do they do just do something, or do the right thing?
Download or read book The Economics of Corporate Governance and Mergers written by K. Gugler and published by Edward Elgar Publishing. This book was released on 2008-01-01 with total page 373 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides an insightful view of major issues in the economics of corporate governance (CG) and mergers. It presents a systematic update on the developments in the two fields during the last decade, as well as highlighting the neglected topics in CG research, such as the role of boards, CG and public interest and the relation of CG to mergers. Two important conclusions can be drawn from this book: the first is that corporate governance systems that better align shareholders and managers interests lead to better corporate performance; second, there is an important relationship between CG structures and the quality of firm decision-making, one of the most important being the decision to merge or take over another firm. Focusing on some of the often-neglected aspects of corporate governance such as non-profit organizations and public interest, as well as mergers and acquisitions from a CG perspective, this book will be a valuable resource for both academics and postgraduate students of finance, business and economics.
Download or read book Governance and CEO Turnover written by Raymond J. Fisman and published by . This book was released on 2011 with total page 42 pages. Available in PDF, EPUB and Kindle. Book excerpt: Shareholder delegation of the power to fire the CEO to the board of directors is central to corporate governance. While the board ideally acts as desired by shareholders, board entrenchment may insulate a poorly performing manager from shareholders agitating for her removal. The conventional 'costly firing' model of managerial entrenchment views this protection from shareholders as purely negative. Yet recent anecdotal evidence on managerial turnover suggests an alternative view of entrenchment: If shareholders misattribute poor performance to the CEO rather than to circumstance, then insulating management from the whims of shareholders may lead to better firing decisions. We propose that entrenchment has an inherent trade-off. We present a model that directly incorporates both sides of this trade-off, and generates a set of empirical predictions that we explore using recently collected data on governance statutes and on the dismissals of CEOs of large U.S. corporations. Our results demonstrate that governance is a very important mediating factor in the relationship between performance and firing. Furthermore, we find support for the 'misguided shareholder' view of entrenchment. Fundamentally this paper explores whether, in caving in to shareholder demands, boards act in the best interests of shareholders or simply respond to their whims: Do they do just do something, or do they do the right thing?
Download or read book Great Companies Deserve Great Boards written by Beverly Behan and published by Macmillan. This book was released on 2011-05-15 with total page 190 pages. Available in PDF, EPUB and Kindle. Book excerpt: Despite the many changes in governance regulation over the past decade, few boards function as a true corporate asset to the companies they oversee. In this book, Behan offers practical advice that a CEO, Chairman or board member can introduce at the very next meeting. Boardrooms are filled with intelligent, accomplished people—yet seldom achieve their full potential and add the kind of value for the CEO, executive team and company shareholders that many boards are actually capable of. Beverly Behan draws on her experience working with more than 100 boards over the past 14 years—from major Fortune 500s to recent IPOs—offering no-nonsense insights that can take any board from mediocrity to the top of its game including establishing a constructive working relationship with your board; addressing some of the dysfunction that may lie within the board you’ve inherited, and making your board a significant asset to you, your company, and your executive team. Working with the Board of Directors is one of the most important components of any CEO’s job—and most will admit it is something they wish they knew more about. Nearly all CEOs want to change at least something about their board, yet many are unsure how to go about this in the right way. This book not only alerts the reader to common pitfalls that CEO's can make with their boards, it provides workable approaches to a tackle a variety of boardroom issues from getting new talent into the boardroom to engaging effectively with the board on strategy and succession planning.
Download or read book Boards That Deliver written by Ram Charan and published by John Wiley & Sons. This book was released on 2011-03-31 with total page 220 pages. Available in PDF, EPUB and Kindle. Book excerpt: Finally, a book that brings the vision of truly good governance down to earth. Ram Charan, expert in corporate governance and best-selling author, packs this book with useful tools and techniques to take boards and their companies to a higher level of performance. Charan puts his finger on a growing problem for boards: the disconnect between directors' efforts and their results. The added time and attention boards invest is not translating into better governanceâ??that is, governance that adds value to the business. Boards That Deliver gets beyond the rhetoric of corporate governance reform. It captures the tried-and-true practices used by high-performance boards. In contrast to experts who base prescriptions on number-crunching exercises, Charan identifies the real problems that drain directors' time and suppress their best judgmentsâ??and explains clearly and succinctly how boards can solve those problems. These battle-tested solutions help boards achieve what rules and regulations alone cannotâ??to get succession right, refine a winning strategy, and design a rational CEO compensation package. Good governance requires leadership. Boards That Deliver is the no-nonsense guide for directors and CEOs who are rising to the leadership challenge to make their boards a competitive advantage.
Download or read book Searching for a Corporate Savior written by Rakesh Khurana and published by Princeton University Press. This book was released on 2011-09-19 with total page 318 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate CEOs are headline news. Stock prices rise and fall at word of their hiring and firing. Business media debate their merits and defects as if individual leaders determined the health of the economy. Yet we know surprisingly little about how CEOs are selected and dismissed or about their true power. This is the first book to take us into the often secretive world of the CEO selection process. Rakesh Khurana's findings are surprising and disturbing. In recent years, he shows, corporations have increasingly sought CEOs who are above all else charismatic, whose fame and force of personality impress analysts and the business media, but whose experience and abilities are not necessarily right for companies' specific needs. The labor market for CEOs, Khurana concludes, is far less rational than we might think. Khurana's findings are based on a study of the hiring and firing of CEOs at over 850 of America's largest companies and on extensive interviews with CEOs, corporate board members, and consultants at executive search firms. Written with exceptional clarity and verve, the book explains the basic mechanics of the selection process and how hiring priorities have changed with the rise of shareholder activism. Khurana argues that the market for CEOs, which we often assume runs on cool calculation and the impersonal forces of supply and demand, is culturally determined and too frequently inefficient. Its emphasis on charisma artificially limits the number of candidates considered, giving them extraordinary leverage to demand high salaries and power. It also raises expectations and increases the chance that a CEO will be fired for failing to meet shareholders' hopes. The result is corporate instability and too little attention to long-term strategy. The book is a major contribution to our understanding of corporate culture and the nature of markets and leadership in general.
Download or read book Building Better Boards written by David A. Nadler and published by John Wiley & Sons. This book was released on 2005-12-30 with total page 326 pages. Available in PDF, EPUB and Kindle. Book excerpt: Praise for Building Better Boards "Building Better Boards bridges the gap between talk and action. A must-read for board members, CEOs, governance experts - really for anyone who cares about the future of the corporation." —Anne M. Mulcahy, chairman and CEO, Xerox Corporation "Building Better Boards covers all the key issues facing boards in the post-Sarbanes-Oxley era. It provides practical advice based on the authors' wide-ranging experience with major companies that have built successful boards." —Marty Lipton, Wachtell, Lipton, Rosen & Katz "This important new book uses concepts gleaned from the collective wisdom of our Blue Ribbon Commission on Board Leadership and adds practical, real-world board examples. The section on crisis management is particularly helpful." —Roger W. Raber, president and CEO, National Association of Corporate Directors "This book provides a comprehensive review and effective guide to making any board an effective team, and thus an asset, for their company." —Richard H. Koppes of Counsel, Jones Day, and former general counsel, CalPERS "A balanced, insightful, thoughtful, and, above all, useful look at what can be done to create excellent boards." —Edward E. Lawler III, director, Center for Effective Organizations, Marshall School of Business, University of Southern California "Improving board effectiveness is easier said than done. Building Better Boards lays out the how-tos in a clear and compelling way that is of practical value for directors and CEOs alike." —Kenneth W. Freeman, former chairman and CEO, Quest Diagnostics Inc.
Download or read book Boards That Excel written by B. Joseph White and published by . This book was released on 2014-08-18 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a different kind of corporate governance book. With its vivid stories and conversational tone, Boards That Excel is like sitting down with an astute and experienced friend - one who's passionate about what corporate and nonprofit boards can contribute to their organizations' success when they set high aspirations, are clear on purpose, and do the right things in the right way. B. Joseph White, an experienced corporate and nonprofit director and a distinguished academic, argues that boards can enable organizations to do great things, but only when directors go well beyond their duty to oversee and monitor management. White offers a road map for governance success based on his experience with two of America's most successful companies, one public and one private. He knows governance research and distills it to a handful of truly useful insights for boards and directors. He provides clear guidance on the essential work boards must do, and, drawing on behavioral research, he describes how they can ensure the boardroom is a place of good information, thoughtful evaluation, and wise decision making. The book reports on interviews with more than a dozen high - performance board chairs, CEOs, and directors, including Siebel Systems founder Tom Siebel, legendary real estate investor Sam Zell, former Harlem Globetrotters owner Mannie Jackson, GM board chairman and former Cummins chairman and CEO Tim Solso, and volunteer (University of Illinois, University of Michigan) and corporate (Hershey, Bob Evans) director Mary Kay Haben. All speak with unusual candor on what it takes for boards and directors to excel.
