Across the Board
Strong Boards: An Antidote to Founder Syndrome
A strong leader’s assets can sometimes become organizational liabilities
“These founders are tremendous assets to their organizations. So the question is: When and why do these assets become organizational liabilities? Often the most influential trigger is found within the structure of the organization itself—specifically, the board of directors. It usually begins with the board’s origin story. Far too many boards have only a cursory understanding of their role in leading and governing their organization…It is at this moment that the seeds are planted for founder syndrome, not because of the founder but because of the relatively thoughtless structure built around them. Organizations can continue on for decades, adding more ducklings all along the way, often hand selected by the lead duck (founder).” STANFORD SOCIAL INNOVATION REVIEW
Independent Directors Are Steering the Governance Wheel
Independent directors are critical for bringing fresh ideas and unbiased perspectives to the boardroom
"Corporate governance is crucial for the smooth and efficient functioning of a business, and the driving force behind this governance is the board of directors (referred to as ‘the Board’). However, the Board faces numerous challenges when making executive decisions, particularly when it comes to balancing the interests of various stakeholders in the company. To address this issue and, amongst other things, represent the interests of various stakeholders including the minority shareholders, the Companies Act, 2013 (‘the Act’) introduced the concept of independent directors and the requirement that at least one-third of the total directors in every public listed company are independent directors and it also laid down requirements for their appointment and code of conduct to be adhered to by the independent directors.” THE NATIONAL LAW REVIEW
4 Key Trends in Board Compensation from 2023 Proxy Filings
Boards are customizing the pay mix to reflect expected contributions
“With the onset of ‘The Great Resignation,’ the focus of many compensation committees has been attracting, retaining and motivating key executive talent to guide companies through economic uncertainty. Independent director compensation, however, is now on the minds of many board members as companies begin to adapt to a cooling labor market and consider their go-forward pay strategies…One of the most notable trends in board compensation is that companies are customizing director pay mix. It has historically been common for board members to be compensated through an annual cash retainer, annual equity retainer (whether in stock options or full value grants), and a variety of committee and meeting fees.” GRANT THORNTON
Opinion: Planes, Trains, and Corporate Governance
If a company is struggling from a service perspective, the board must be part of the solution
“I have long argued that the skills-based composition of a corporate board is critically important to proper board function. In addition to obvious independence from management, a wide range of talents that are tailored to the business of the corporation is vital to effective management monitoring. A recent set of travel experiences, oddly enough, drove this point home to me in an unexpected way. With travel resuming at the end of the pandemic, I found myself, after a long pause, subject to the will of the travel industry. What struck me was the significant deterioration in reasonable and basic customer service at some of those companies.” DIRECTORS & BOARDS
PGA Tour Chief Admits Mistakes in LIV Deal
Jay Monahan speaks out for the first time since his medical leave
“Monahan said he has spent recent weeks communicating with players to explain the deal and why the Tour is stronger than ever after ending its fight with LIV. ‘That conflict posed an existential risk,’ Monahan said. Monahan said the rollout of the agreement on June 6 was ‘ineffective’ and that he regretted not telling players about it beforehand. He repeated multiple times that he would have to regain the trust of Tour golfers, who have said the same. ‘I acknowledge my role in the ineffective rollout,’ Monahan said. ‘Over my two-and-a-half years as deputy commissioner, my six-and-a-half years as commissioner of the PGA Tour, I feel like I have gained the trust of the players. I understand this is a setback.’” THE WALL STREET JOURNAL
CEO of Walmart International to Retire
Walmart International sees a Female CEO-to-Female CEO transition
“Walmart Inc. on Wednesday said that Judith McKenna, president and chief executive of Walmart International, has decided to retire after 27 years at the big-box retailer. Starting on Sept. 11, Kath McLay, CEO of Sam’s Club U.S., will replace McKenna in that role, with Chris Nicholas becoming the president and CEO of Sam’s Club U.S. McKenna will stay on at the company until Jan. 31 to help with the leadership transition.” MARKET WATCH
Kraft Heinz Names New CEO
North American President Carlos Abrams-Rivera will take over Jan 1.
“Kraft Heinz’s North American president will become CEO of the food giant next year, the company announced Monday. Carlos Abrams-Rivera will take the reins Jan. 1 from Miguel Patricio, who has led Kraft Heinz since 2019. Patricio took over as chief executive as Kraft Heinz struggled with slumping sales, write-downs on a handful of its iconic brands and investor scrutiny over its business model. Under Patricio’s leadership, the company has tried to revive iconic brands such as Oscar Mayer and Maxwell House for younger consumers and grow its away-from-home business, with new products such as a customizable sauce dispenser for restaurants. But demand for its products has fallen in recent months as higher prices push away budget-conscious consumers and its competitors spend more on promotions.” CNBC
Fox’s Chief Legal Officer is Leaving
Many question how Viet Dinh handled the Dominion defamation suit, other legal actions
“Fox Corp.’s top lawyer and a close aide to Rupert and Lachlan Murdoch is stepping down in the company’s biggest management shift since its $787.5 million settlement of defamation claims by Dominion Voting Systems. Viet Dinh, Fox’s chief legal and policy officer, will depart that role on Dec. 31 and become a special adviser to the company, the company announced on Friday. As part of his separation agreement, Dinh will receive a $23 million lump-sum payment. He will also be paid $2.5 million a year as an adviser under a two-year contract…Fox didn’t state a reason for Dinh’s departure, but people familiar with the matter, while stressing the parting was amicable, said it was largely due to unhappiness over his handling of the Dominion case and its outcome — the largest payout ever in a media defamation case.” FORTUNE