Corporate Governance – Page 6

Is anyone really independent?

I wish had the time to write about all that’s on my mind about the SEC charges vs. Goldman. The crux of my most recent post was that institutional investors – not individual investors – have few excuses for making unsuccessful investment decisions except their own lack of due diligence or the fact that what they thought was a good decision … wasn’t.

I’m happy to see that Warren Buffett agrees as he told his rapt audience in his comments at Berkshire Hathaway’s recent annual shareholder’s meeting. Of one firm, ABN Amro, Mr. Buffett said: “It’s hard for me to get terribly sympathetic when a bank makes a dumb credit bet.” (more…)

No Jerks Allowed!

Many of you have seen articles about this general theme recently – in part a function of "The No A**hole Rule" published last year by Dr. Robert Sutton of Stanford University. Lars Dalgaard, President of Success Factors, a company with whom I have an affiliate relationship, spoke recently about his…

Business Finance | Does EBITDA Bury Its Own Dead?

Does EBITDA really tell you what you need to know?

“I have enough money to last me the rest of my life … unless I buy something.”– Jackie Mason

Does this sound like you?

Someone recently told me that they’re bored by finance. “Don’t distract me with strategic finance stuff, just let me run my business the way I know how.”

“No problem,” I said, “if you’ll just answer one question. What if the way you’re running it is causing increasing strain on your financial resources, cash flow is dwindling and you’re destroying market value every year. Do you care about any of that?”

“Of course, I do, but when sales start picking up again, all of that will go away and my EBITDA will return to normal levels.”

“Really?” I said. “How do you know that?”

“That’s the way it’s always worked.”

“Have you had any problems with your banking relationship?” (more…)

Accountability | Powerful After Action Reviews

Many years ago when we lived in the Midwest, we became very good friends with a young couple down the street.

He was a fellow fraternity brother, from another college, but I remember him as a very capable physician with a unique ability to describe complex medical subjects in layman’s language.

After Action Reviews are for Learning NOT Blame

One day, he asked me if I’d like to go to work with him on Saturday. He’d show me around, we’d have lunch, hang out. He couldn’t leave for lunch, but he would bring along some homemade sandwiches, bologna with lots of ketchup, he said, and I could sit in his pathology lab as he performed an autopsy … and while he was cutting and sawing, we would enjoy our lunch together.

It was when he started laughing that I realized why my vision of an overloaded bologna sandwich, dripping with ketchup alongside an autopsy table, was kicking up a firestorm in my gut. I think that’s how many business executives view an After Action Review (AAR) — a gruesome business designed to relive the pain of failed projects. (more…)

Corporate Governance Sucks!

If you remember, the General Motors board gave CEO Rick Wagoner a 64 percent pay raise -- to $15.7 million -- in 2007, when the company lost $38.7 billion. The company went bankrupt two years later at a cost of $52 billion to shareholders and another $13.4 billion to all…

Health Care Costs – Cut? Not!

For those of you attempting to follow the meandering health care reform debate ... gold stars if you have any idea where this sits today ... you might be interested in the recent Business Week article, Radical Surgery, about a hospital that slashes costs AND delivers high quality with innovative…

Build your Board with experience

The Wall Street Journal blogs frequently report on the VC industry and their recent entry, Start-Up CEOs Gripe About VCs' Lack Of Operating Experience, caught my eye. I have sat on close to a dozen small business boards and agree that directors without real experience bring little to the table.…

Death … Taxes … AND Succession Planning!

The sudden resignation of Ken Lewis from Bank of America highlights, yet again, the risks that family and other businesses take in failing to prepare for the inevitable succession of leadership.
A succession plan doesn’t mean you have all the work done and the perfect successor is comfortably waiting in the wings, although that would be desirable. It does mean, at a minimum, that you have an interim CEO in place who can hold down the fort while certain details are worked out and long term plans are implemented. Developing an emergency plan also gives the Board or family a chance to discuss these often thorny subjects without stockholder worries, employee hand-wringing or the emotional burden that comes with a fallen leader.
Often, this process highlight gaps within the family or board about the suitability of a particular successor. (more…)

More Accountabilty for Directors?

Gretchen Morgenson, a NY Times columnist, reports that shareholders are speaking out more than ever as they seek to hold directors accountable. It's a welcome trend, as we know that too many directors are really just cronies of the owners and don't provide the unbiased, independent feedback that's expected of…