4. The Agency Perspective
Separation of ownership & control
◦ Principals & agents
◦ Misalignment of interests
What’s good for the managers may not be what is
good for the owners
4
5. The Stakeholder Perspective
The board has broader responsibilities
◦ Focus is on protecting key stakeholder rights
Shareholders
Employees
Vendors
Customers
Society as a whole
5
7. The Board of Directors
Role is to monitor & evaluate top
management
But, is the board a complete solution?
7
8. Best Practices:
Board of Directors
Separate CEO & Chairman of the Board
◦ Role duality gives CEO too much power
Appointment of lead outside director
Former CEO does not continue to sit on
the board
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9. Best Practices:
Board of Directors
Active board members
◦ Not a rubber-stamp board
Evidence that the directors are in contact with
employees, vendors, & customers
Board composition
◦
◦
◦
◦
Size
Age
Diversity
Expertise
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11. Best Practices:
Board of Directors
Board composition
◦ Insiders versus outsiders
◦ “Having a board monitor itself is like having
the fox watch the henhouse.”
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12. Best Practices:
Board of Directors
Board composition
◦ Insiders versus outsiders
◦ “Having a board monitor itself is like having
the fox watch the henhouse.”
◦ The majority should be independent
◦ Should have formal resolution requiring this
AND a written definition of independence
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13. Best Practices:
Board of Directors
Board composition
◦ What is meant by “independent”?
No material relationship with the company, either
directly or as a partner, shareholder or officer of a
firm that has a relationship with the company
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14. Best Practices:
Board of Directors
Board composition
◦ What is meant by “independent”?
Five year “cooling off” period before can be
considered independent:
Former employees of the firm
If formerly part of an interlocking directorate in which an
executive of the firm sat on the compensation committee of
the firm employing the director
Same applies to directors with immediate family members in
the above categories
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15. Best Practices:
Board of Directors
Board members (insiders & outsiders)
◦ Limits on number of other board
memberships
Average director spends 176 hours a year for each
board position
◦ CEOs should not serve on each other’s
boards (interlocking directorates)
◦ Directors & their firms barred from doing
consulting, legal, or other work for the firm
◦ Significant stock ownership of firm by
directors
15
16. Best Practices:
Board of Directors
Board committees
◦ Key committees at least chaired by outsiders
Audit, compensation, corporate governance
(nominating) committees
◦ Preferred: Key committees composed entirely
of independent directors
16
17. Best Practices:
Board of Directors
Board committees
◦ Compensation committee
Conduct formal evaluation of all company officers
(including CEO) and set compensation
17
18. Best Practices:
Board of Directors
Board committees
◦ Corporate governance (nominating)
committee
Create charter for board
Conduct formal governance review using an
external consultant
Nominate board members
Board term limits
Elections
One class of directors
Each director stands for re-election each year
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19. Best Practices:
Board of Directors
Board committees
◦ Audit committee
Select independent auditor
Not also employed for consulting work
Do not seek SEC exemption to do so
Rotate auditors – at least rotate the lead auditor, if
not the entire firm, every 5 years
CEO & CFO should not be former employees of
the auditing firm
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20. Best Practices:
Board of Directors
Board meetings
◦ Frequency of overall board & committee
meetings
◦ Attendance
◦ “Executive” sessions
Lead outside director with term limits
◦ Risk assessment function
Reports identifying risks & methods of addressing
◦ Access to internal information
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21. Best Practices:
Executive Compensation
CEO has substantial stock ownership
Salary, bonuses, & stock options reward
superior performance
◦ not size of the company
AND penalize poor performance
No modification of performance goals
◦ No re-pricing or swapping stock options
Expense stock options
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