February, 2005,
Volume 9, Number 5
CONTENTS
By
Kim Marshall
Note: Kim Marshall, a
former school principal in Boston and the author of several books and
many articles on teaching and education, is a consultant on leadership
and education. Presently he is a leadership coach to 15 new principals
in New York City, working for the urban principal training non-profit,
New Leaders for New Schools; and he publishes the
Marshall Memo, from which
this article is drawn. Kim can be reached at
kim.marshall8@verizon.net. The article by Barry Jentz and Jerry
Murphy is entitled “Embracing Confusion: What Leaders Do When They Don’t
Know What to Do” and can be found in Phi Delta Kappan, January,
2005, vol. 86, no. 5, pp. 358-366.
Global Governance:
The View from the 2005 World Economic Forum in Davos, Switzerland
The
establishment of good governance is crucial for companies as well as
countries, and it must become a major priority. Recognizing this
reality, CEOs and political leaders at the World Economic Forum held
last month in Davos, Switzerland, paid considerable attention to this
issue. Michael Useem, who moderated a workshop on the subject at the
Forum, provides an inside view of the discussion. This article is
adapted from the February 23-March 8, 2005
issue of
Knowledge@Wharton.
“Taking Responsibility for Tough Choices” served as the organizing theme
for the 2005 annual meeting of the World Economic Forum held at the end
of January in Davos, Switzerland. A first step for making tough choices,
according to many of the nearly 3,000 attending the forum, is the
establishment of good governance.
Malaysia's deputy prime minister Najib Razak
suggested that national growth required “good governance” based on
“un-corruptible leaders.” Pakistan's prime minister Shaukat Aziz
observed that the effective distribution of development aid depended
upon “good governance.” Former U.S. president Bill Clinton noted that
peace came to North Ireland once the conflicting parties embraced the
requisites of good governance, including “shared decision making” and
“shared responsibilities.”
Corporate Disclosure
Good rules of the game are essential for companies
too, according to many who spoke at a packed session in Davos on
“Corporate Disclosure.” But while the new rules imposed by the
Sarbanes-Oxley Act of 2002 on U.S.-listed companies are generally viewed
as useful, downsides have been felt as well.
On the affirmative side, one session participant
reported that he had witnessed a “tremendous amount of behavioral
change” among firms in the wake of Sarbanes-Oxley. A culture of personal
responsibility, he said, has been driven far more deeply in many firms.
Executives are consequently more certain of their own results, and
equity investors are more confident in what executives report.
An institutional investor said he welcomed, in
particular, the greater discipline that Sarbanes-Oxley has forced on
financial reporting, resulting in more consistency and greater
transparency in areas ranging from pension assets to acquisition
accounting. Another participant reminded the audience that as investors
become more confident in a company's reported earnings, they will pay
higher multiples for the company's stock. In the final analysis,
observed a third participant, “there can't be any substitute for honesty
in auditing and governance.”
Other participants cautioned, however, that the
focus on regulatory compliance may have come at a significant price.
Companies are devoting too much time to Sarbanes-Oxley, complained
several, and too little to growth. Still others warned of a chilling
effect on business innovation. An institutional investor confirmed that
in the wake of Enron's and WorldCom's collapses, his investment firm has
become very sensitive to reputational risk. If even a hint of scandal is
in the air, he said, his firm now sells “instantly” and asks questions
later.
Regulators and prosecutors are usurping the role
of non-executive directors in monitoring companies, complained one
participant, and she urged that directors reassert their rightful role.
To that end, another participant urged that governing boards redouble
their efforts to 1) master the complexity of their companies'
operations, 2) smoke out creativity in reporting, 3) reduce their
coziness with management, and 4) understand the tough choices that
executives must make. But others felt that the power pendulum has
already been swinging the other way. “Responsibility is being shifted
back to the board,” concluded one participant, “where it already
belonged.”
With the U.S. leading the way in governance reform
with Sarbanes-Oxley, a non-U.S. participant observed that his country
has a bad habit of adopting American regulation and then making it more
draconian. Still, despite the evident downsides, many saw the
cross-national transfer of corporate disclosure practices as a move in
the right direction. In the end, it should help spread consistent
governance practices around the world, making for greater harmonization
in standards and a more global equity market.
A More Demanding Boardroom
A number of practical steps for improving company
governance in any national setting emerged from a workshop on “A More
Demanding Boardroom.” The workshop focused on the intensifying demands
on governing boards to take greater responsibility for tough decisions.
“Stung by scandal,” stated the session's
call, “corporate boards face pressure from shareholders and governments
to become more involved in the day-to-day management of companies.”
A panel of 17
discussion leaders and several dozen other participants — from countries
ranging from Belgium and Germany to Kuwait and Mexico — developed a set
of guidelines for improving governance in light of investor and
regulator pressure. The discussion leaders included:
Robert W. Alspaugh, International CEO, KPMG;
Matthew W. Barrett, chairman, Barclays Bank Plc;
Clemens Börsig, member of the board, Deutsche Bank AG;
Michael D. Capellas, president and CEO, MCI, Inc.;
John Evans, general secretary, Trade Union Advisory Committee
to the OECD;
Mark Foster, group CEO, Accenture;
Orit Gadiesh, chairman, Bain & Co., Inc.;
Robert R. Glauber,
chairman and CEO, NASD;
Oswald J. Grübel, CEO, Credit Suisse Group;
Reuel J. Khoza, chairman, Eskom;
Rakesh Khurana, professor, Harvard Business School;
Wayne W. Murdy, chairman and CEO, Newmont Mining Corp.;
John A. Quelch, senior associate dean, International
Development, Harvard Business School;
Paul C. Reilly, chairman and CEO, Korn/Ferry International;
Thomas A. Russo, vice-chairman, Lehman Brothers;
Laura D. Tyson, dean, London Business School;
Lutgart Van den Berghe, director, Belgian Directors'
Institute, and Vlerick Leuven Gent Management School; and
Daniel Vasella, chairman and CEO, Novartis International.
The discussion leaders
first identified four areas of concerted action for the board, and
groups of 10 to 15 leaders and participants then identified a host of
steps for good governance within each of the four: 1) setting company
strategy, 2) overseeing compliance and risk, 3) structuring the board,
and 4) planning executive succession.
Setting Company
Strategy: Non-executive directors
cannot be expected to fully appreciate their company's strategy, but
they must understand the principles underlying its business model. To
build their understanding, directors should ask eight questions of
management:
1. How does the company
make money?
2. Where does its cash
flow come from, and where is it going?
3. How is the firm
faring against its competitors?
4. If the firm is doing
far better or far worse than its competitors, why is that?
5. Does the company
have in place a CEO succession plan?
6. How is the company
going to grow, what rate is expected, and can the company afford to grow
that quickly?
7. Is the firm living
within its means?
8. How well does bad
news reach the board, and what can be done to improve its upward flow?
The discussion group
concluded that if the non-executive directors did not fully comprehend
management's answer to the eight questions, the questions should all be
asked again. If the directors still do not understand the answers, they
should then get off the board.
Overseeing
Compliance and Risk: The
accounting problems that brought down Enron and WorldCom, and recent
settlements holding their directors personally liable for the failures,
have intensified the need for directors to be particularly vigilant in
the areas of compliance and risk.
For the moment, only
small adjustments can be expected in the implementation of the
Sarbanes-Oxley Act. Companies should learn to use the act's provisions
to advantage, especially Section 404, which requires companies to assess
and guarantee their internal controls over financial reporting. By
driving the Sarbanes-Oxley principles deeply into all aspects of a
firm's operations, more reliable results and fewer surprises should
result.
The personal liability
that directors face in board service is increasingly of concern, and
companies should directly address this issue if they are to attract the
quality directors they need. But the liability question also requires
special attention once directors are on board. If directors are
preoccupied with minimizing personal risk and protecting their own
assets against shareholder litigation, they may come to focus too much
on private concerns and too little on shareholder returns.
Four steps are required
for effective director oversight of compliance and risk:
1. Directors should
become more deeply engaged with company plans and executive decisions.
2. The audit committee
should shoulder full responsibility for overseeing audit issues so that
the remainder of the board can devote its time to other pressing issues.
3. The board should
consider creating an “operating exposure committee” that would focus on
what could go wrong, thereby relieving the audit committee and the full
board of this essential but burdensome task.
4. The board should
insist on high ethical standards throughout the company so that
employees at all levels will recognize and root out malfeasance.
Structuring the
Board: The proper composition and
organization of the board have become more vital in an era of greater
board responsibility and engagement. To that end, the board should
conduct an annual evaluation of its own performance and compensation.
In selecting new
directors to join the board, the nominations committee will want to
ensure that the new directors are highly competent, work well with one
another and the chief executive, and bring functional, gender, and
international diversity to the boardroom. Non-executive directors should
come with no conflicts of interest, either evident or perceived.
Critical devices for
ensuring a well structured board include:
-
Informational updates to the board, both
during and between board meetings
-
Involvement of directors in educational
programs on corporate governance
-
Formal evaluation of the board chair
with feedback for improvement
-
A written charter with explicit
expectations set forward for directors and executives, and a formal
delegation of authority to management.
Planning Executive
Succession: The most important
single decision taken by the board is the selection of the chief
executive. To ensure that the right replacement is ready when the time
comes, the board should:
-
Initiate succession planning at the
first board meeting after a new CEO is appointed
-
Include an updating of succession
planning at every board meeting
-
Establish clear metrics of executive
performance
-
Evaluate executives one and two levels
below the CEO.
Whether directors
should be directly involved in hiring and promotion decisions for the
executive layers below the top tier remained an open question.
Taking
Responsibility
While these four arenas
of change are creating a more demanding boardroom, they also are making
it more challenging for directors to serve on boards. One of the
workshop discussion leaders, Matthew Barrett, chair of the British bank
Barclays, told a Wall Street Journal writer in Davos that he had
turned away some 10 invitations to consider joining boards during the
past year. And of those that he would consider, due diligence has become
essential. “I will go through a degree of risk analysis,” he said, “that
I wouldn't have gone through in the past.” Another discussion leader,
MCI chief executive Michael Capellas, confirmed to the reporter that he
no longer serves on the boards of any publicly-traded companies other
than his own.
For those who do serve
on the more demanding boards of our era, a key question is now: “How
can board members and chief executives strike the proper balance
between lack of involvement and micromanagement?” While the precise
point of proper balance varies from company to company, it has become
incumbent upon more empowered directors to know when to stop.
Much is yet to be done in refining the essence of
good governance, but improvements should be a worldwide priority for
both companies and countries, said many in Davos. At a “town hall”
meeting during the World Economic Forum, a thousand participants named
six action priorities for the coming year: poverty, climate change,
education, equitable globalization, the Middle East — and “good global
governance.”
Victor Yushchenko, president of
Ukraine, received a standing ovation when he appeared in Davos to seek
world support for his democratic reforms and entry into the European
Union. And for that, he said, he wants to make public operations
transparent, stabilize tax collection, separate business from politics,
privatize state industry, and build a culture attractive to
international investors. In other words, good governance is the
essential prerequisite.
Note: Information on the
World Economic Forum can be found at
World Economic Forum, and Michael Useem can be reached at
useem@wharton.upenn.edu.
Creativity and Conviction:
Wharton Leadership Conference in Philadelphia on June 9, 2005
The ninth Annual Wharton Leadership Conference in
Philadelphia will be held on June 9, 2005. It is an intense one-day
exchange on how great leadership is developed and applied in the
private, public, or non-profit sectors. It is focused on how leaders
inspire and turn obstacles into opportunity, both requiring great
creativity and conviction. Confirmed speakers include:
Ariel Group,
a training and consulting firm that applies techniques from the
performing arts to help develop leadership presence, with a focus on
communication skills, team building, change management, and leadership
development; author of Leadership Presence.
Peter Cappelli,
Professor of Management and Director of the Center for Human Resources
at the Wharton School, and author of The New Deal at Work.
Maria
Bartiromo,
host of CNBC's “The Wall Street Journal Report with Maria Bartiromo” and
“Closing Bell with Maria Bartiromo,” and frequent contributor to NBC's
“Today Show” and other programs; author of Use the News: How to
Separate the Noise from Investment Nuggets and Make Money in Any Economy.
Marshall Goldsmith,
an executive coach for leaders and management teams; provides leadership
developmental programs for executives, leaders, and human resource
professionals; co-author or co-editor of The Leader of the Future,
Global Leadership, The Change Champion's Fieldguide,
Partnering, and Coaching for Leadership.
Ronald
Heifetz,
Co-Director of the Center for Public
Leadership at Harvard University's Kennedy School and Director of its
Leadership Education Project; author of Leadership Without Easy
Answers and co-author of Leadership on the Line: Staying Alive
Through the Dangers of Leading.
Peter Hillary,
a world adventurer who had twice reached the summit of Mt. Everest (most
recently in 2002 for a National Geographic documentary) and forged a new
route across Antarctica to the South Pole; author of five books
including In the Ghost Country: A Lifetime Spent on the Edge.
Todd
S. Thomson, Chairman
and CEO of Wealth Management Sector (Smith Barney, Equity Research, and
the Private Bank), Citigroup, and former CFO of Citigroup; previously
held senior positions at GE Capital, Barents Group, and Bain & Company.
Patricia Woertz,
Executive Vice President of
ChevronTexaco Corporation; responsible for directing the company's
worldwide refining, marketing, lubricants, and supply and trading
businesses.
Michael Useem,
Professor of Management and Director of the Center for Leadership and
Change at the Wharton School; author of The Leadership Moment,
Leading Up, and Upward Bound.
Note: Information on the
conference is available by clicking
here and online
registration
here. An early-bird registration discount is available
through March 31.
Ethics,
integrity, and character: The Leadership Excellence Summit in
Annapolis on July 27-29, 2005
The Conference Board in
association with The United States Naval Academy Foundation is
presenting a conference on Ethics, Integrity & Character: Identifying
& Developing Your Next Generation of Leaders at the United States
Naval Academy in Annapolis, Maryland on July 27-29, 2005.
The conference hosts senior
executives from companies that have demonstrated superior leadership
capabilities and talent, and senior officers of the U.S. Armed Forces.
This summit brings corporate and military thought leaders together to
study the ways in which they develop leaders, the impact those leaders
have had on their businesses and operations, and to exchange thoughts on
how best practices from both sides can be implemented in the other.
Conference issues include:
- Transformational
Leadership: The Rebirth of Integrity and Character
- Building 21st
Century Senior Leaders
- A Leader’s
Emotional Impact on Others: Genuineness, Authenticity, Credibility
and Trustworthiness
- Battle-Tested:
Combat Leadership Principles for Business
-
Globalization/Internationalization of Leadership Concepts,
Constructs, and Development Methods
- Demonstrating ROI
on Your Leadership Development Initiatives
Confirmed speakers include:
John Furcon,
Regional Practice Leader, Mellon Human Resources & Investor Solutions
General
Charles C. Krulak, USMC (Ret.), Chief Administrative Officer, MBNA
America, N.A.
Dan Nelson,
Vice President, ExxonMobil
Vice Admiral Rodney T. Rempt,
Superintendent, United States Naval Academy
Ed
Ruggero, Author of nine books, including Combat Jump: The Young
Men Who Led that Assault Into Fortress Europe, July 1943, Co-Author,
U.S. Army Field Manual Army Leadership. Leader, Normandy
Leadership Experience
Kathy Smith,
Senior Vice President, Talent Management and Organizational Capability,
Marriott International
J. Ronald
Terwilliger, CEO & National Managing Partner, Trammell Crow
Residential
Leo V.
Williams III, CEO, Medifast
Note:
For information and online registration for the conference are available
here.
Additional information can be obtained by contacting Gregg
Mauro at
gmauro@academyleadership.com, or 202-337-3287.
Leadership in the Information Age:
The U.S. Naval Academy
Leadership Conference on January 26-28, 2005
By Chris Maxwell
As
the unpredictability of the war in Iraq has forced military
decision-making downward in the ranks, young officers who have grown up
with the Internet have created new ways to rapidly share information and
advice online among themselves. The U.S. Army is now coming to support
their websites and underwriting their operational costs.
New developments such as these
were the driving force behind the U.S. Naval Academy’s decision to focus
its annual student conference in January, 2005, on the impact of
information technology on decision-making and leadership in both
military and civilian arenas. The Naval Academy organized the
conference, “Leadership in the Information Age,” for undergraduates from
the U.S. service academies, the Royal Australian Naval College, the
Royal Military College of Canada, and sixteen U.S. universities.
Louis J. Freeh, Director of the
FBI from 1993-2001, focused on two attributes he identified as
especially critical for leaders in the information age: credibility and
visibility. Freeh reminded participants that they needed to
establish credibility by knowing and understanding the work done by
those they manage, and visibility by frequently meeting with them.
Freeh
emphasized that although information technology facilitates rapid
communication, it simply cannot replace face-to-face contact between
leaders and followers.
Colonel Arthur Athens, a
professor at the Naval Academy, suggested that with 24/7 Internet
access, leaders could easily become “roadkill on the information
highway” if they don’t take the time to establish personal connections
with those who report to them. Yael Guez, a Wharton School
undergraduate, took special note of what she had heard from another of
the speakers, “People want to know that you care before they care what
you know.”
Warren McFarlan, an emeritus
professor at the Harvard Business School, stressed the opportunities
that technology are opening for the coming generation, and concluded
that “you live by the willingness to innovate.” Noting the
transformational impact that information technology has had on business
services and products, McFarlan warned that significant differences in
national investment in technology are already having far-reaching
impact. He predicted, for example, that Chinese will soon be the
predominant language of the internet.
The conference speakers
suggested that the bedrock principles of leadership – character,
integrity, expertise, and honesty – have not changed in the era of
information technology. What has changed is widespread access to
information and the capacity to communicate more quickly with more
people. At the same time, this has increased the need to establish and
maintain strong personal connections. A key challenge is finding the
right combination of high-tech and high-touch.
Note: Chris Maxwell,
Associate Director of the Wharton Undergraduate Leadership Program, can
be contacted at
maxwellc@wharton.upenn.edu.
Copyright 1996-2005, Wharton Center for Leadership and Change Management
University of Pennsylvania.