Recommendations
Boardroom Culture
- Create a new class of public directors
- Insist on greater gender, ethnic, experiential, and, most importantly, perceptual diversity
- Impose term limits on independent directors
- Limit directors to serving on three or fewer boards
- Require directors to put more skin in the game with meaningful equity purchases
- Initiate more communication between directors and shareholders
- Split the chairman/CEO role
- Allow shareholders to call Extraordinary General Meetings
- Add clout to say-on-pay
- Empower and encourage boards to gather independent information
- Explore lessons from foreign, nonprofit, and private company boards
- End the conflict of interest in mutual fund voting
- Require more disclosure in director elections
- Reform voting processes to end manipulation by management
Print/Online:
Newsweek: "Wall Street’s Fishbowl: How banks brought on the scrutiny."
New York Times Review: "Taking Away Directors' Rubber Stamps: In Money For Nothing, A Call for Accountable Directors"
Simon and Schuster / Free Press Official Website for Money For Nothing
Gillespie/Zweig, Daily Beast: Blogs & Stories: How Boards Are Destroying Corporations
Kurt Andersen, Daily Beast: The Buzz Board: Smart People Recommend
Consumerist: Are Corporate Boards Ruining American Businesses? This Book Says Yes
TV/Radio:
The Young Turks: Sirius Radio
John Gillespie speaks on WAMC Northeast Public Radio with host Joe Donahue about boards' contribution to the sad state of the economy.
The Political Chick
Imus in the Morning/Fox Business: Video Part I
Imus in the Morning/Fox Business: Video Part II
Newsweek: "Wall Street’s Fishbowl: How banks brought on the scrutiny."
New York Times Review: "Taking Away Directors' Rubber Stamps: In Money For Nothing, A Call for Accountable Directors"
Simon and Schuster / Free Press Official Website for Money For Nothing
Gillespie/Zweig, Daily Beast: Blogs & Stories: How Boards Are Destroying Corporations
Kurt Andersen, Daily Beast: The Buzz Board: Smart People Recommend
Consumerist: Are Corporate Boards Ruining American Businesses? This Book Says Yes
TV/Radio:
The Young Turks: Sirius Radio
John Gillespie speaks on WAMC Northeast Public Radio with host Joe Donahue about boards' contribution to the sad state of the economy.
The Political Chick
Imus in the Morning/Fox Business: Video Part I
Imus in the Morning/Fox Business: Video Part II
New York Times
Offers... a valuable new perspective by focusing on the tragicomic miscues of the people who were ostensibly meant to “govern” out-of-control managements...The authors write in a nonpedantic, readable style, and they don’t mince words.
From Chapter 1
This is what happens when a corporate giant collapses and dies.
All eyes are on the CEO, who has gone without sleep for several days while desperately scrambling to pull a rabbit out of an empty hat. Staffers, lawyers, advisors, accountants, and consultants scurry around the company headquarters with news and rumors: the stock price fell 20 percent in the last hour, another of the private equity firms considering a bid has pulled out, stock traders are passing on obscene jokes about the company's impending death, the sovereign wealth fund that agreed to put in $1 billion last fall is screaming at the CFO, hedge fund shorts are whispering that the commercial paper dealers won't renew the debt tomorrow, the Treasury and the Fed aren't returning the CEO's calls about bailout money, six satellite trucks
Chaos.
In the midst of this, the board of directors the supposedly well-informed, responsible, experienced, accountable group of leaders elected by the shareholders, who are legally and ethically required to protect the thousands of people who own the company
The atmosphere is a little like that of a family waiting room outside an intensive care unit-a quiet, intense churning of dread and resignation. There will be some reminiscing about how well things seemed to be going not so long ago, some private recriminations about questions never asked or risks poorly understood, a general feeling of helplessness, a touch of anger at the senior executives for letting it come to this, and anticipation of the embarrassment they'll feel when people whisper about them at the club. Surprisingly, though, there's not a lot of fear. Few of the directors are likely to have a significant part of their wealth tied up in the company; legal precedents and insurance policies insulate them from personal liability…..
So they sit and wait-the board of directors of this giant company, who were charged with steering it along the road to profit and prosperity. In the middle of the biggest crisis in the life of the company, they are essentially backseat passengers. The controls, which they never truly used, are of no help as the company hurtles over a cliff, taking with it the directors' reputations and the shareholders' money. What they are waiting for is the dull thud signaling the end: a final meeting with the lawyers and investment bankers, and at last, the formality of signing the corporate death certificate s bankruptcy filing, a forced sale for cents on the dollar, or a government takeover that wipes out the shareholders. The CEO and the lawyers, as usual, will tell the directors what they must do.
All eyes are on the CEO, who has gone without sleep for several days while desperately scrambling to pull a rabbit out of an empty hat. Staffers, lawyers, advisors, accountants, and consultants scurry around the company headquarters with news and rumors: the stock price fell 20 percent in the last hour, another of the private equity firms considering a bid has pulled out, stock traders are passing on obscene jokes about the company's impending death, the sovereign wealth fund that agreed to put in $1 billion last fall is screaming at the CFO, hedge fund shorts are whispering that the commercial paper dealers won't renew the debt tomorrow, the Treasury and the Fed aren't returning the CEO's calls about bailout money, six satellite trucks
—no, seven now—are parked in front of the building, and reporters with camera crews are ambushing any passing employee for sound bites about the prospects of losing their jobs.Chaos.
In the midst of this, the board of directors the supposedly well-informed, responsible, experienced, accountable group of leaders elected by the shareholders, who are legally and ethically required to protect the thousands of people who own the company
are ... where? You would expect to them to be at the center of the action, but they are merely spectators with great seats. Some huddle together over a computer screen in a corner of the boardroom, watching cable news feeds and stock market reports that amplify the company's death rattles around the world; others sit beside a speakerphone, giving updates to board colleagues who couldn't make it in person. Meetings are scheduled, canceled, and rescheduled as the directors wait, hoping for good news but anticipating the worst.The atmosphere is a little like that of a family waiting room outside an intensive care unit-a quiet, intense churning of dread and resignation. There will be some reminiscing about how well things seemed to be going not so long ago, some private recriminations about questions never asked or risks poorly understood, a general feeling of helplessness, a touch of anger at the senior executives for letting it come to this, and anticipation of the embarrassment they'll feel when people whisper about them at the club. Surprisingly, though, there's not a lot of fear. Few of the directors are likely to have a significant part of their wealth tied up in the company; legal precedents and insurance policies insulate them from personal liability…..
So they sit and wait-the board of directors of this giant company, who were charged with steering it along the road to profit and prosperity. In the middle of the biggest crisis in the life of the company, they are essentially backseat passengers. The controls, which they never truly used, are of no help as the company hurtles over a cliff, taking with it the directors' reputations and the shareholders' money. What they are waiting for is the dull thud signaling the end: a final meeting with the lawyers and investment bankers, and at last, the formality of signing the corporate death certificate s bankruptcy filing, a forced sale for cents on the dollar, or a government takeover that wipes out the shareholders. The CEO and the lawyers, as usual, will tell the directors what they must do.
Get Informed
The internet is empowering individual investors as never before. Now you can learn what resolutions concern the companies you own, how mutual funds are voting your shares, how you can communicate with corporations, and how you can take action.
One person can make a difference. Look at what Eric Jackson and 100 other small investors did with Yahoo.
Here is a partial list of sites you will find helpful:
FundVotes: Learn how your mutual funds are voting
CorpGov.net: May be the deepest well of shareholder information on the Internet
Investor Suffrage Movement: Join a team of volunteer field agents who participate in annual meetings
ProxyDemocracy.org: Learn how mutual funds voted your shares, and see the resolutions involving specific companies
Shareowners.org: News about specific reform measures
TransparentDemocracy.org: Get actual ballots about corporate and political issues, and learn how others suggest you vote
VoterMedia.org: Learn about corporate and political voting issues, and media that educate us about them
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