An Obvious Example of a Poor Practice

Posted by Neal Lipschutz on August 03, 2009
Corporate Governance, Technology, Wall Street

The resignation of Eric Scmidt, the chief executive officer of Google, from the board of directors of Apple is just a glaring example of a poor industry practice. Currently serving CEOs should not be board members of other public companies.

In the Schmidt/Apple affair it took head-on competition in some areas between the two companies before the announced mutual decision that Schmidt should take his leave. Dow Jones Newswires also noted there has been a Federal Trade Commission look at the boards of Apple and Google, as they not only shared Schmidt as a member on both but also Genentech Chairman Arthur Levinson.

Apple CEO Steve Jobs thanked Schmidt today for being “an excellent board member,” but added, “as Google enters more of Apple’s core businesses, with Android and now Chrome OS, Eric’s effectiveness as an Apple board member will be significantly diminished, since he will have to recuse himself from even larger portions of our meetings due to potential conflicts of interest.”

Conflicts of interest may be the red flag here, but it really doesn’t matter if we are talking about the CEO of a widget company sitting on the board of a publicly traded organic fruit company. The fact is if boards are to move beyond their too-often ceremonial role they need people with specific  expertise who can spend significant hours learning the business and industry and with the guts to challenge top management when needed.

As this blogger has noted before, if you are the CEO of a publicly traded company, you have a full time job and then some. It should be your only professional commitment for all of the time you are in the job. If you are also the member of another company’s board somebody is getting cheated of your time. Maybe its the shareholders and employees of the company you run. Maybe its the shareholders and employees of the company on whose board you serve. Maybe it’s both.

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8 Comments to An Obvious Example of a Poor Practice

HD
August 3, 2009

You mae an excellent point that Board members need relevant experience and need to understand the business and the industry. There were (and still are) Board members in Financial Institutions who were (or are) CEO’s of Entertainment companies and I doubt they had any clue about the complex financial instruments and the risks the institutions were taking. In the end the shareholders suffered becuase they elected these board members.

Ryan
August 3, 2009

I completely agree with this article. Some of these guys let their ego get the best of them, thinking nothing can stand in their way and there is nothing they can’t accomplish. To the detriment of both companies, the one which hires the CEO and the one which hires him as a board member, he cannot do both things to the best of his ability.

On the other hand, I understand it is extremely beneficial to have someone of that background of your board, helping oversight of the company and having insightful thoughts and ideas.

But I feel that a former CEO would be able to give a greater effort and both parties would benefit greater.

D.Boyd
August 3, 2009

What board do you sit on? It makes perfect sense for CEO’s to sit on the boards of similar companies. It is not an accident that they are the CEO of a successful company. They are asked to be a board member to bring that talent to other companies. If I’m looking for a new director, I would look first at successful CEO’s with winning strategies and strong vision and the willpower to make the vision a reality. Apple took advantage of the talent of Dr. Scmidt for as long as they could, and now its time to part ways. That does not mean that the last three years were a waste of time, or that some evil has now been narrowly averted. Its business, and good business is results driven, and Apple and Google have had outstanding results the last 3 years. I’d say it was a mutually beneficial partnership.

Dennis Carey
August 3, 2009

i respectfully disagree with Neal Lipschultz on his point that currently serving CEOs should not serve on any Boards.

As a recruiter of Directors for over 20 years, (and former Director of a public company) i believe that the Apple/Google situation is simply an “outlier” and should not be greeted by such a radical notion as advanced by Mr. Lipschultz.

Historically, current CEOs have made the best directors due to their broad understanding of strategy, finance, and global markets. Current CEOs have also rightfully argued that they have become better CEOs of their own Companies by being exposed to other Boards and their strategies and management practices.

And, current CEOs are just that….CURRENT. We have witnessed a dramatic decline in the number of active CEOs in Boardrooms over the past 5 years at the same time that governance experts are arguing for more directors who have the skill sets that can only be gained by running a public Company.

Let’s not shoot mice with AK47′s.

Dennis Carey, Senior Partner, Korn Ferry

Jim Russell
August 3, 2009

While in agreement that obvious conflicts of interest must be avoided, i find such a fundamentalist approach to barring CEOs from being outside board members excessive.

As a generality it would be preferable to avoid wrriting yet more rules. Rather increase the information available to shareholders (and hence competitors) and also make shareholders stand up to their ownership responsibilities.

MF
August 4, 2009

What nonsense! Total crapola! A CEO needs to be able to lead, build a strong team, and be able to multi-task. That in no way precludes them from serving on someone else’s board. If they are a truly great leader, they can do more than one thing at a time! Who better to sit on a board than another strong CEO – thus able to make valuable contributions, as well as learn from others so that the experience also serves to enhance his own company.

[...] of Apple’s board? I read an interesting post yesterday by Neal Lipschutz on Dow Jones’ Random Notes blog arguing that Apple’s board has a fundamental problem: It has too many current [...]

[...] of the rest of Apple’s board? I read an interesting post yesterday by Neal Lipschutz on Dow Jones’ Random Notes blog arguing that Apple’s board has a fundamental problem: It has too many current [...]

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