Charles Prince , for instance, who stepped down under fire as Citigroup Inc. Franks , the former chief of the Public Broadcasting System and the publisher of a Spanish newspaper would seem to have nothing in common — except for one thing. Management realized that there was a structural problem, and Merrill announced on Sept. So it is hard to follow for more than a couple of months. The role of deacons is to assist in the smooth functioning of a local church and to maintain church property. Reed walked up to Mr.
Part of Friday might be spent in preparation for the Sabbath; for example, preparing meals and tidying homes. Adventists may gather for Friday evening worship to welcome in the Sabbath, a practice often known as Vespers.
Adventists abstain from secular work on Saturday. They will also usually refrain from purely secular forms of recreation, such as competitive sport and watching non-religious programs on television. However, nature walks, family-oriented activities, charitable work and other activities that are compassionate in nature are encouraged.
Saturday afternoon activities vary widely depending on the cultural, ethnic and social background. In some churches, members and visitors will participate in a fellowship or " potluck " lunch and AYS Adventist Youth Service.
The major weekly worship service occurs on Saturday, typically commencing with Sabbath School which is a structured time of small-group study at church. Adventists make use of an officially produced "Sabbath School Lesson", which deals with a particular biblical text or doctrine every quarter.
After a brief break, the community joins together again for a church service that follows a typical evangelical format, with a sermon as a central feature. Corporate singing, Scripture readings, prayers and an offering, including tithing or money collection , are other standard features.
The instruments and forms of worship music vary greatly throughout the worldwide church. Worship is known to be generally restrained. Adventist churches usually practice communion four times a year.
It commences with a foot washing ceremony, known as the "Ordinance of Humility", based on the Gospel account of John The Ordinance of Humility is meant to symbolize Christ's washing of his disciples' feet at the Last Supper and to remind participants of the need to humbly serve one another. Participants segregate by gender to separate rooms to conduct this ritual, although some congregations allow married couples to perform the ordinance on each other and families are often encouraged to participate together.
After its completion, participants return to the main sanctuary for consumption of the Lord's Supper , which consists of unleavened bread and unfermented grape juice. Since the s when the church began, wholeness and health have been an emphasis of the Adventist church. The church discourages its members from consuming alcoholic beverages , tobacco or illegal drugs compare Christianity and alcohol.
In addition, some Adventists avoid coffee , tea , cola , and other beverages containing caffeine. The pioneers of the Adventist Church had much to do with the common acceptance of breakfast cereals into the Western diet, and the "modern commercial concept of cereal food" originated among Adventists. His development of breakfast cereals as a health food led to the founding of Kellogg's by his brother William. In both Australia and New Zealand , the church-owned Sanitarium Health and Wellbeing Company is a leading manufacturer of health and vegetarian-related products, most prominently Weet-Bix.
Research funded by the U. National Institutes of Health has shown that the average Adventist in California lives 4 to 10 years longer than the average Californian. The research , as cited by the cover story of the November issue of National Geographic , asserts that Adventists live longer because they do not smoke or drink alcohol, have a day of rest every week, and maintain a healthy, low-fat vegetarian diet that is rich in nuts and beans.
He cites the Adventist emphasis on health, diet, and Sabbath-keeping as primary factors for Adventist longevity. Adventists' clean lifestyles were recognized by the U. The first task for the scientists was to find people willing to be infected by pathogens that could make them very sick. They found them in the followers of the Seventh-day Adventist faith. Although willing to serve their country when drafted, the Adventists refused to bear arms.
As a result many of them became medics. When contacted in late , the Adventist hierarchy readily agreed to this plan. For Camp Detrick scientists, church members were a model test population, since most of them were in excellent health and they neither drank, smoked, nor used caffeine.
From the perspective of the volunteers, the tests gave them a way to fulfill their patriotic duty while remaining true to their beliefs. The Adventist understanding of marriage is a lawfully binding lifelong commitment of a man and a woman. The Church Manual refers to the origination of the marriage institution in Eden and points to the union between Adam and Eve as the pattern for all future marriages.
Adventists hold that marriage is a divine institution established by God Himself before the fall. They hold that God celebrated the first marriage and the institution has as its origin the Creator of the universe and was one of the first gifts of God to man, and it is "one of the two institutions that, after the fall, Adam brought with him beyond the gates of Paradise.
The Old and New Testament texts are interpreted by some Adventists to teach that wives should submit to their husbands in marriage. Adventists hold that heterosexual marriages are the only biblically ordained grounds for sexual intimacy. Adventists do not perform same-sex marriages , and individuals who are openly homosexual but not "practicing" cannot be ordained, but may hold church office and membership.
Current church policy states that openly homosexual and "practicing" persons are to be welcomed into the church services and treated with the love and kindness afforded any human being. The official Adventist position on abortion is that "abortions for reasons of birth control , gender selection , or convenience are not condoned.
Adventists believe in and encourage abstinence for both men and women before marriage. The church disagrees with extra-marital cohabitation. The Adventist church has released official statements in relation to other ethical issues such as euthanasia against active euthanasia but permissive of passive withdrawal of medical support to allow death to occur ,  birth control in favor of it for married couples if used correctly, but against abortion as birth control and premarital sex in any case  and human cloning against it while the technology is unsafe and would result in defective births or abortions.
Adventists have traditionally held socially conservative attitudes regarding dress and entertainment. These attitudes are reflected in one of the church's fundamental beliefs:. For the Spirit to recreate in us the character of our Lord we involve ourselves only in those things which will produce Christlike purity, health, and joy in our lives.
This means that our amusement and entertainment should meet the highest standards of Christian taste and beauty. While recognizing cultural differences, our dress is to be simple, modest, and neat, befitting those whose true beauty does not consist of outward adornment but in the imperishable ornament of a gentle and quiet spirit. Accordingly, many Adventists are opposed to practices such as body piercing and tattoos and refrain from the wearing of jewelry, including such items as earrings and bracelets.
Some also oppose the displaying of wedding bands, although banning wedding bands is not the position of the General Conference. Though it seems unbelievable to some, I'm thankful that when I grew up in the church [in the s and s] I was taught not to go to the movie theater, dance, listen to popular music, read novels, wear jewelry, play cards, bowl, play pool, or even be fascinated by professional sports.
Adventists often cite the writings of Ellen White, especially her books, Counsels on Diet and Foods , Counsels to Parents, Teachers and Students , and Education as inspired sources for Christian deportment. The Adventist church officially opposes the practice of gambling. The Youth Department of the Adventist church runs age specific clubs for children and youth worldwide. Pathfinders is a club for 5th to 10th grade up to 12th in Florida Conference boys and girls.
It is similar to and based partly on the Scouting movement. Pathfinders exposes young people to such activities as camping, community service, personal mentorship, and skills-based education, and trains them for leadership in the church.
Yearly "Camporees" are held in individual Conferences, where Pathfinders from the region gather and participate in events similar to Boy Scouts' Jamborees.
After a person enters 9th grade, he or she is eligible to join Teen Leadership Training within Pathfinders. In the 11th grade, typically after being a member of a club, they can become a Pathfinder or Adventurer staff member and begin the "Master Guide" program similar to Scout Master which develops leaders for both Adventurers and Pathfinders.
The Seventh-day Adventist Church operates youth camps all over North America and many other parts of the world. Each camp varies in the activities they offer but most have archery, swimming, horses, arts and crafts, nature, high ropes challenge course, and many other common camp activities.
The Seventh-day Adventist church is governed by a form of representation which resembles the presbyterian system of church organization. Four levels of organization exist within the world church.
Each organization is governed by a general "session" which occurs at certain intervals. This is usually when administrative decisions are made. The president of the General Conference, for instance, is elected at the General Conference Session every five years. Delegates to a session are appointed by organizations at a lower level. For example, each local church appoints delegates to a conference session. Within a geographic region, ministers receive roughly equal pay irrespective of the size of their church.
The Church Manual  gives provisions for each level of government to create educational, healthcare, publishing, and other institutions that are seen within the call of the Great Commission. The ordained clergy of the Adventist church are known as ministers or pastors.
Ministers are neither elected nor employed by the local churches, but instead are appointed by the local Conferences, which assign them responsibility over a single church or group of churches. Ordination is a formal recognition bestowed upon pastors and elders after usually a number of years of service.
In most parts of the world, women may not be given the title "ordained", although some are employed in ministry, and may be "commissioned" or "ordained-commissioned". A number of lay offices exist within the local church, including the ordained positions of elder and deacon. Elders serve a mainly administrative and pastoral role, but must also be capable of providing religious leadership particularly in the absence of an ordained minister.
The role of deacons is to assist in the smooth functioning of a local church and to maintain church property. Although the church has no written policy forbidding the ordination of women, it has traditionally ordained only men. In recent years the ordination of women has been the subject of heated debate, especially in North America and Europe. In the Adventist church, candidates for ordination are chosen by local conferences which usually administer about 50— local congregations and approved by unions which serve about 6—12 conferences.
The General Conference, the church's world headquarters, claims the right to declare the worldwide qualifications for ordination, including gender requirements. The General Conference has never stated that ordination of women contravenes the Bible, but the General Conference has requested that no local conference ordain women until all parts of the world church accept the practice.
The primary prerequisite for membership in the Adventist church is baptism by immersion. This, according to the church manual, should occur only after the candidate has undergone proper instruction on what the church believes. As of December 31, , the church has 20,, baptized members. Depending on how the data was measured, it is reported that church membership reached 1 million between and , and grew to five million in At the turn of the 21st century the church had over 10 million members, which grew to over 14 million in , 16 million in , and 19 million in Jeffrey MacDonald, an award-winning religion reporter, and author of Thieves in the Temple, reports that the SDA church is the fastest-growing church in the United States.
The church has been described as "something of an extended family",  enjoying close, "two- degrees-of-separation social networks ". The Biblical Research Institute is the theological research center of the church. White Estate was established in at the death of Ellen White, as specified in her legal will. Its purpose is to act as custodian of her writings, and as of it has 15 board members. White Estate also hosts the official Ellen White website whiteestate.
The Geoscience Research Institute , based at Loma Linda University , was founded in to investigate the scientific evidence concerning origins. Started in the late 19th century, Adventist mission work today reaches people in over countries and territories.
Missionary outreach of the Seventh-day Adventist Church is aimed not only at non-Christians but also at Christians from other denominations. Adventists believe that Christ has called his followers in the Great Commission to reach the whole world. Adventists are cautious, however, to ensure that evangelism does not impede or intrude on the basic rights of the individual. Religious liberty is a stance that the Adventist Church supports and promotes. Globally, the Adventist Church operates 7, schools, colleges and universities, with a total enrollment of more than 1,, and a total teaching staff of approximately 80, The largest in terms of population Seventh-day Adventist university in the world is Northern Caribbean University , located in Mandeville, Jamaica.
Adventists run a large number of hospitals and health-related institutions. Throughout the world, the church runs a wide network of hospitals, clinics, lifestyle centers, and sanitariums. These play a role in the church's health message and worldwide missions outreach. Adventist Health System is the largest not-for-profit multi-institutional Protestant healthcare system in the United States.
It is sponsored by the Seventh-day Adventist Church and cares for over 4 million patients yearly. ADRA works as a non-sectarian relief agency in countries and areas of the world. Worldwide, ADRA employs over 4, people to help provide relief in crises as well as development in situations of poverty. The church embraces an official commitment to the protection and care of the environment  as well as taking action to avoid the dangers of climate change: Finance Message Board in , and is the first grass-roots shareholder group to conduct a formal proxy fight.
Luby's acceded to the Committee's demand that any board of director "BOD" member be allowed to place an item on a board meeting agenda. Previously, only the Chairman or CEO could set agenda items. A member of the Committee, with a legal and computer background, provided services without charge. The Committee's proxy contest efforts revealed the substantial difficulties that individual Shareholders would face in attempting to hold Directors accountable.
Further, it showed that the extent of Shareholder dissatisfaction is not necessarily proportional to the size of stock holdings of Director-candidate nominators. The Committee has responded to SEC requests for comments on various proposed rules, e. Net, has "re-energized" the "debate over shareholder access to management proxy cards to nominate directors and raise other issues. Fed up with falling prices, Luby's shareholders took matters into their own hands Their coup attempt holds lessons for activist investors.
Voices in the Corporate Wilderness " TheStreet. Various publications have printed our Letters to the Editor, e. Several books have mentioned the Committee's efforts, e. When Shareholders try to change a company's direction, sometimes commitment matters more than wealth. Shareholders expressed gratitude for the Committee's efforts and the Committee expressed its thanks to its supporters. We have entered into an age of widespread investor skepticism over nearly all aspects of corporate governance.
Scandals are sapping investor confidence. With the financial shenanigans at Enron, WorldCom, Global Crossing, Tyco, Adelphia, Lucent, Xerox, Qwest, Ahold NV, Peregrine and other public companies permeating the news, many are seeking ways to improve corporate governance and, in particular, Director accountability to Shareholders. Solutions involving better disclosure and stiffer penalties miss the big picture. Tweaking rules and regulations at the margins will only minimally improve the quality of corporate governance.
The powers-that-be will vigorously seek to maintain the status quo. Almost everyone who has previously enjoyed an advantage and is suddenly forced onto a level playing field will feel cheated, treated unfairly, singled out for undeserved punishment. The real problem with corporate governance is the lack of an effective procedure by which Directors can be held personally accountable for their actions, e.
Shareholders the true owners of Corporate America should have the legal right to nominate truly independent Director-candidates and cause the names of those candidates to appear on the Company's ballot. Shareholders put their faith in and entrust their money to directors to manage the company and counter a chief executive if need be. But when things get tough, boards become captive of executives or bankers or they simply leave.
The recent case of Dynegy illustrates this. Rather than stay to fix the mess the directors created, the entire Dynegy board resigned when shareholders rejected its efforts to sell the company. The reasons are interrelated. Too often directors don't have enough skin in the game to push the company in a strong direction.
They do not own substantial stock in their companies and face no risk if things go wrong. Even if directors are given incentives to take strong action, the corporate board is not set up for this type of decision-making. Directors work part time to manage the company. It's tough getting any group to agree on anything, let alone to challenge chief executives.
Boards thus naturally tend to rely on the top executives and advisers. Board collegiality and friendships among directors and with the chief executive often also mean that no director takes a disruptive stance. All these factors work to prevent directors from taking charge of a company or forging their own vision, a sobering thought for those who advocate greater board power.
Too often, in my experience, boardrooms are full of directors that still don't understand that they have a fiduciary duty to shareholders at large. I think we have too much in boardrooms today a feeling that you have kind of a divine right to continue on the Board without anybody challenging that assumption.
They think they deserve their steep payouts even when their performance has been far from stellar. Yet, because CEOs have influence over who gets on the board -- the only board slate offered to shareholders is the one proposed by management -- directors are careful not to offend them. Call it the fear factor: If directors knew they stood a good chance of losing their board seats -- and the prestige and valuable business connections these provide -- unless they aligned themselves with shareholders, they might stop forking over so much and narrow the gap between what CEOs and their managers and employees get.
To get there requires changing corporate laws and practices. As a first step … shareholders gain the power to place director candidates on corporate ballots and to initiate and adopt changes in corporate charters.
Under current rules, shareholders can only pass nonbinding resolutions and must wage costly proxy fights to nominate a dissident director slate. If they can't elect the directors who represent their interests, what can they do? Moreover, strong oversight by shareholders should reduce the need for regulatory oversight. Directors are very much beholden to Management and fellow Directors, as opposed to Shareholders! At a minimum, the breakdown of board accountability has resulted in stock losses for investors.
At worst, it has contributed to corporate wrongdoing. The problem is that beholden and consensual Directors engage in "groupthink" and do not make the best decisions on behalf of Shareholders. Each member of the group tailors his or her view to fit the consensus. Signs of groupthink include the ignoring of expert opinion, selective use of evidence and the illusion of omnipotence. The price of groupthink is that, at some point, reality intrudes. More critical eyes help root out potential problems and facilitate solutions.
Janis, the Yale psychologist, explained how panels of experts could make colossal mistakes. People on these panels, he said, are forever worrying about their personal relevance and effectiveness, and feel that if they deviate too far from the consensus, they will not be given a serious role.
They self-censor personal doubts about the emerging group consensus if they cannot express these doubts in a formal way that conforms with apparent assumptions held by the group. From my own experience on expert panels, I know firsthand the pressures that people — might I say mavericks?
I felt the need to use restraint. I did so very gently, and felt vulnerable expressing such quirky views. Deviating too far from consensus leaves one feeling potentially ostracized from the group, with the risk that one may be terminated. I feared criticism for gratuitous alarmism.
And indeed, such criticism came. The notion that people are making huge errors in judgment is not appealing. In addition, it seems that concerns about professional stature may blind us to what We all want to associate ourselves with dignified people and dignified ideas. People compete for stature, and the ideas often just tag along. In the past two years, however, CEO firings have become commonplace. And it has happened in a stunningly short period of time.
Just a few years ago, CEOs still handpicked most members of their boards, and most boards gave their CEOs a long leash -- or no leash at all. Today's boards look very different. Directors are picked by a nominating committee, not by the CEO.
And increasingly, shareholders and their advocates have some say in that selection…. Boards are much less beholden to their CEOs, and much more susceptible to outside pressure, than ever before. However, since Directors control the proxy machinery and, thus, are not nominated or truly elected by Shareholders, they remain effectively unaccountable.
There are over 14, corporations with publicly traded securities. Events at a few does not a sea change make. In order to mask details of the secretive process, news releases may vaguely state that the persons were "appoint ed," "joined," "brought on," "called," "chosen," "hired," "interviewed," "recommended" or "recruited.
Even if Shareholders know the details and do not approve of the process by which board members are selected, for all practical purposes, there is currently nothing Shareholders can do to change it.
Those Directors are very much more beholden to the person who brought them to the dance than to Shareholders! Typically, one director alone along with the C. The nominating committee merely vetted. That, as they say, is life. That's Life " What action, if any, did Mr.
Johnson take when he observed that corporate nominating committees were being bypassed? Teslik [former Executive Director, Council of Institutional Investors] cites how difficult it is for shareholders to elect a director other than those handpicked by management even though the directors, in theory, represent the shareholders.
Directors know the score. Yet, while dependent on Management and their fellow Directors for their longevity, Directors still have a fiduciary duty to ALL Shareholders to monitor Management's actions.
We were role-playing a board meeting Apparently he liked my answer. He asked me onto the Tyco board. He used "hard-nosed salesmanship" to dispose of the former Directors. One can only wonder what that euphemism really means.
But the process required hard-nosed salesmanship. In effect, the entire BOD abandoned the ship. Tyco's stock price has subsequently increased, but does the end justify the means with every member of the new BOD beholden to Breen? Clarke, chief operating officer of Computer Associates International Inc. Lenzmeier, a Best Buy Co. Scrushy invited him to join its board because they casually knew each other from serving Several months before Mr.
Rodek … has hired one new director and is looking for another. Webster … had until recently headed the auditing committee of a company that was facing fraud accusations…. At the center of the investigation and the suits … is … the company's chairman and chief executive, who recruited Mr.
Webster and other prominent Washington figures to serve on its board The board members included George Mitchell , the former Senate majority leader, and Beth Dozoretz , the former finance chairwoman of the Democratic National Committee. When a friend or longtime associate asks you to serve on a board , it's sometimes difficult to ask probing questions. How Directors Can Shield Themselves" Note that it was "asks you to serve" as opposed to "asks you to apply.
The idea that an election by Shareholders is only a mere formality is very ingrained into the mindset of the corporate and news media. Mack began his effort to recruit and promote new talent at Morgan Stanley , he did not have to stray too far a field — or off the fairway, for that matter. Two of the first directors named to the firm's board last summer are members of Mr.
Mack's own club, the Golf Club of Purchase in Westchester County … [W]ith chief executives under increasing pressure to have independent boards, that old temptation to have a few golf pals on the board and in the executive suite might be less acute.
Yet the practice appears to be alive and well, if not as visible. Mack has recruited other directors, as well as executives, who are diverse in makeup and background, and share no recreational ties with the chairman. Ethical handicaps seem to extend beyond the fairways.
The Boardroom has become the new 19 th hole for good cheer and fellowship. The word to Shareholders is: Miles … is one of a number of Purcell allies who have left or are expected to leave the board following Mr.
John Mack, who succeeded Mr. Purcell on June 30, brought in three new directors last month. Miles helped cement Mr. Purcell's hold on the CEO job…. Miles is the third Purcell ally to leave the board since the resignation. It might have been instructive had the meaning and background facts of "brought in" and "stepped down" been explored in detail.
Miles, a Morgan Stanley director with close ties to the former chief executive, Philip J. Purcell, has resigned from the board, the bank said yesterday. The move, which was expected, is the latest signal that the new chief executive, John J. Mack, intends to reorganize a board that during the battle over Mr. Purcell's leadership became a lightning rod for criticism and remains the target of several shareholder lawsuits.
Miles was an architect of a board that included several former chief executives, many of whom lived in the Chicago suburbs, who defended Mr. Purcell in the years after the Dean Witter Morgan Stanley merger. And, if they are not compliant, the Directors could expect that the BOD would be "reorganized" again. Purcell; and John Madigan, former chief executive of Tribune Co. Mack, a North Carolina native, has recast the board, bringing in four outside directors, two of whom have North Carolina ties as well.
Roy Bostock, an advertising executive, like Mr. Mack graduated from Duke University and has served as a trustee. Erskine Bowles is president-elect of the University of North Carolina. Three former Purcell-era directors left the board in September. With yesterday's resignations, only four remain from the group of 10 outside directors elected at the annual meeting in March.
Madigan and Miles L. Marsh … are the latest sign of a fundamental reshaping of the board by the firm's new chief executive, John J. The departure … is an open acknowledgment that all the control levers at Morgan Stanley are now firmly in Mr. Mack has moved quickly to repopulate the board with executives more in his own image. The government-sponsored provider of funding for home loans said Dennis Beresford, an accounting professor at the University of Georgia , Athens , is joining the board and taking over as chairman of the board's audit committee.
A Fannie spokesman declined to comment on whether the expected report from the company's main regulator, the Office of Federal Housing Enterprise Oversight, or Ofheo, was a factor in the board changes. Ofheo's report, recently sent to Fannie's management, is due to be made public Tuesday. The report is expected to blame the board and senior executives for failing to ensure that Fannie complied with accounting rules.
He also is a director of Kimberly-Clark Corp. None of the directors would comment on that. On the other hand, was personal greed the trump card? There is not the barest pretext that Shareholders are involved in the process, except to rubber stamp those "picked" by the CEO the person supposedly supervised by the BOD.
Frank Zarb left Nasdaq in , Mr. Greenberg asked his friend to join AIG's board, a plum directorship at one of the nation's leading companies. Two Financiers' Long Alliance".
Daum, who leads the board practice at the executive search firm Spencer Stuart in New York. The firm says her practice conducts about 60 percent of all board member searches in the United States. Following are excerpts from a recent conversation: So the notion that directors are just captives of C. I think boards also are very cognizant now of having anything that can be perceived as a conflict.
If you and I serve on a board together, it probably means that neither of us should serve on another board with each other. Boards are very conscious of the concept of interlocking boards. It used to be that's where the ideas for candidates came from. You knew somebody from another board and you'd recommend them.
What is an example of a company where the independence of directors has been questioned? Home Depot is a good example. The relationships among directors, those were not situations where someone was getting compensated by the other. But they were serving on the boards of other organizations.
I could be your next-door neighbor and best friend, but I qualify as independent because we don't have a business relationship. I'm not serving on your board. You're not setting my compensation. We're not doing consulting work together. We would meet the stock exchanges' criteria for independence, but obviously we have a less-than-independent relationship. That's what you can't quantify.
Duke had Joel Fleishman , 72 years old, a wine connoisseur who sits on boards of companies run by Duke donors and the parents of Duke students. Fleishman's friendships with Duke donors gave him a valuable entrée into businesses far a field from academia.
Take, for example, Ralph Lauren. Two of the famed designer's children, David and Dylan, graduated from Dalton School in Manhattan in and respectively and enrolled at Duke while Mr. Fleishman ran the fund-raising campaign. Dylan had better grades and SATs in the s. In that era, Duke's average SAT score was close to Fleishman became a director of Polo Ralph Lauren Inc. He also owned or held options to buy 37, shares of Ralph Lauren stock, worth at least half a million dollars, public filings show.
Fleishman also sits on the board of Boston Scientific Corp. His three children graduated from the university. Fleishman sits on more corporate boards "than a lot of people, especially nonpresidents," says J. David Ross, a former vice president at Duke. Ross says he believes the directorships weren't payback for admissions. Schmidt was elected Tuesday…. Some analysts interpreted the appointment … as an event that could help Apple….
How could mere mortals, e. Stanley O'Neal 's board at Merrill Lynch is largely handpicked. He has recruited people like John D. Finnegan , the chief executive of Chubb and a friend for more than 20 years.
The two men worked together in the General Motors treasury department. O'Neal is also close to another director, Alberto Cribiore, a private equity executive who runs his own firm, Brera Capital. In the late s, Mr. Cribiore came close to persuading Mr.
O'Neal to join his nascent private equity firm. Directors also should recognize that their previous hands-off approach didn't work. O'Neal's ruthless response to anyone who challenged his authority might have made sense as he consolidated his position. Still, it left him holding the firm's top four positions for a time: The directors now have to put one of their own in charge as interim nonexecutive chairman.
The nonexecutive chairman post is something they should consider keeping. That might put off some potential CEO candidates. But Merrill's travails stem from inadequate oversight, and a CEO who insists on all the leeway granted Mr. O'Neal might not be the right choice.
The presence of a nonexecutive chairman could reassure investors the board is back on the case. O'Neal, and he was reportedly someone who resisted constructive criticism and stifled genuine debate. In this, he resembles plenty of chief executives, and there's nothing in Sarbanes-Oxley to prevent it. But it's not good governance or effective leadership. As a result, Mr. O'Neal and his board may have failed to engage in the kind of debate that would have prevented this tragedy.
To be specific, what was Merrill's board asking Mr. O'Neal when Merrill was earning record profits on the outsize success of its huge investment in subprime mortgages and related collateralized debt and loan obligations? I know it's hard to ask tough questions in the face of success. It's not a strategy for winning popularity contests. But it's essential in the worlds of business and investing. You can't earn massive returns without assuming tremendous risk. We now know that was true for Merrill.
Amid the big gains in its fixed-income operations, it was assuming far more risk than anyone there apparently realized. Stephen Gordon , named chairman and chief executive in November, brought in five new directors One person close to the company described him as 'a safe choice,' because he was one of the few GM directors who had run a major industrial company.
The decision by President Barack Obama's auto task force to replace most GM directors came amid some pressure by company bondholders and other industry experts who had advised the task force in recent weeks During one meeting, the board was described as 'a collection of failed CEOs,' and the group was blamed for not prompting GM management to move faster in restructuring the company.
Some governance experts consider GM's board fairly weak because it lacks individuals with auto-industry expertise and includes several retirees without recent corporate-management experience. It may be easier to remove directors than to replace them, however. The government may encourage GM to add directors with more automotive or industrial know-how, some observers believe.
The more things change, the more they stay the same. Now, the US Calvary is galloping to the rescue. However, the US Calvary, with sabers held high, may lack pertinent experience. Those companies include Citigroup Inc. Kresa has a deep base of contacts after several years on GM's board, a tenure as chief executive of Northrop Grumman Corp.
He had planned to rely on his professional network to conduct the search. Kresa choose Spencer Stuart for GM's board search, telling him that the search firm 'can do it quickly,' said a person close to the matter. Kresa he would be contacted by Tom Neff, head of the firm's U. Neff with marching orders? Gone in the past 10 months are Chairwoman to Its Board" No one explains what "was named" means or by whom she "was named. Should the BOD motto be "Go along and get along or get out before we throw you out"?
Chief executives tended to dominate the choice The way we govern now". Mom-and-pop investors could buy shares in celebrity businessman Donald Trump ' s first public company, Trump Hotels and Casino Resorts. Their investments were quickly depleted. None of the original directors responded to requests for comment.
One later director was close to Trump: Ivanka Trump was named to the board of directors in , when she was 26 and had been working for two years at her father ' s private company, the Trump Organization. Representatives for Ivanka Trump declined to comment. Ivanka and Donald Trump both resigned from the company in , after Trump declared in a statement that he strongly disagreed with bondholders who had been pushing the company to file again for bankruptcy. How much were they compensated for their stellar BOD service?
It will only be different when the BOD ' s personal assets are on the line. Countries headed by "imperial CEOs" are known as kleptocracies. Eisner 's harsher board critics vehemently objected and accused the chairman of orchestrating her removal … Directors said the names of the four leaving the board were submitted by the nominating committee, which was acting on the recommendation from Eisner. Stewart , that Mr. Van de Kamp, 'You're a terrible director. You are so loyal to Stanley P.
Gold , it's like you've carried his babies. Van de Kamp, who was not reinstated to the board in a vote of 12 to 4, with 2 abstentions. Minnie is especially fond of him. Disney critical of Mr. Eisner's management style either left or saw their influence diminished. Gold , who was once very influential on the board, was stripped of crucial posts because of his status as the investment adviser to Mr. Eisner has proved himself a skilled corporate politician who has been shrewd about using the idea of better corporate governance as a shield against critics who threaten his reign.
Gold's letter criticized the other directors for serving as a rubber stamp for management, saying that they enacted policies that muzzled dissenters and shielded Mr.
Eisner from 'criticism and accountability. Let is start all over again. In a new report, Institutional Shareholder Services Inc. Iger chairman—and criticized it for doing so— without seeking shareholder input. The report also raised concerns about his compensation. The board's decision to grant Mr.
Iger the dual roles is 'an about-face from governance reforms adopted following a highly public 'vote no' campaign at Disney in ,' the report said. The company subsequently adopted corporate-governance guidelines calling for an independent chairman, 'unless the board concludes that the best interest of shareholders would be otherwise better served.
Chief Operating Officer Sheryl Sandberg. The report also questioned Mr. Dolan replaced three directors with four of his friends this week, corporate governance experts, legal experts and investors cringed.
Analysts said it behooved those new directors to take a hard look. Tenet Chairman Edward A. Kangas and two other directors counter that Mr. Nakasone resigned after he was asked to leave because he was disruptive and wasted the board's time. Repeated efforts to revisit decisions and even 'to argue about the minutes' distracted the board, hurt its efficiency and explains 'why we asked him to step off the board,' Mr.
Did Tenet issue a misleading explanation for the resignation? What is inherently wrong about revisiting past decisions? Should it not be for the Shareholders to decide whether a Director's efforts to protect their interests are "disruptive and wasted the board's time"?
Scrushy with 'massive' accounting fraud…. May … and told the director he was going to 'fire' him …. May's efforts to replace certain longtime board members Summers III , a retired president of Coca-Cola of the Southwest, notes he was asked to resign in after 'Jud Alfred "Jud" Schroede r, major shareholder and Chairman of Lancer and I reached an agreement that I wasn't good for the board because I was too independent.
The indictment charged that through 'fraud and outright intimidation, Mr. Lake devised a scheme to loot the company of tens of millions of dollars,' It further contends that the two men forced out board members who objected to executive compensation plans She also complained that management failed to supply board members with sufficient information to make decisions. Wittig, a Kansan who rose to stardom as an investment banker on Wall Street before returning nearly a decade ago with multinational ambitions for Westar.
Wittig's lawyer, said he expected to win the case since most of Mr. Wittig's actions as chief executive were approved by Westar's board. In , it tapped Wittig to head corporate strategy. Wittig resigned at the end of , after a grand jury had subpoenaed corporate records. He demanded tens of millions in unpaid compensation. Westar balked, commissioning a page internal report that detailed much of the alleged wrongdoing in the indictment.
Perhaps, BODs, if they feared any sting of accountability, would adopt the mantra of "trust, but verify" when dealing with the hired help. Chief Executive Officer David Wittig and another executive guilty of looting the electric utility of millions of dollars.
Wittig and Lake have denied the charges, saying that their actions were legal, approved by the company's directors, and disclosed in corporate filings. The three-judge panel ruled that prosecutors presented insufficient evidence to support convictions of former chief executive David Wittig and former executive vice president Douglas Lake , on charges of wire fraud, money laundering, conspiracy and circumvention of internal financial controls.
In reversing the convictions, the appellate court ruled that all the counts hinged on the government's ability to prove that Messrs. Wittig and Lake tried to hide from the Securities and Exchange Commission their personal use of corporate aircraft.
However, the panel said, SEC regulations only require the reporting of such activity when it costs the company an amount above a certain threshold. Because 'the government offered no evidence that the additional cost to Westar of either defendant's personal travel ever exceeded this threshold.
The court ruled that the defendants could not be retried on the fraud or money laundering charges, but that they could be retried on the lesser charges of circumvention of internal controls and conspiracy. The court refused to give the instruction. There was no evidence that the value of personal travel ever exceeded the reporting threshold. With hindsight, one could observe that the prosecutors really blew it!
Grasso had the authority to select those who served on the Compensation Committee. He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more. For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive. Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen.
Elson, who teaches corporate governance at the University of Delaware's business school, said. To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated. A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board.
At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors. If she left tomorrow, I'd resign tomorrow. Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests.
In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles.
Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings. The directors came to no conclusions about Mr. I take a purely scientific approach to things, in the following way: The nature of science is that it is self-correcting.
The theory is verifiable and possesses the ability to predict. It has worked well for me. On top of this, I train quite a bit differently than the vast majority of bodybuilders. The combination of all these factors compelled me to write a book on the topic. Fred Hoyle never gave up his theory of a steady-state universe, despite overwhelming evidence that surfaced debunking it.
He went out looking like someone who became blinded by love for his own ideas rather than someone on a quest for truth. At any rate, if in fact it is somehow proven that HIT is flawed, at the very least, it can be said that it approximates the best training method whatever that is shown to be.
The reason for this is that HIT works, and it works very well. I want to get your thoughts on another popular training system…DC Training. It seems to be, at least in practice. Granted, these are all relative terms. My understanding is that in DCT, the workouts for each muscle group should take place as frequently as possible — as long as strength has increased between training sessions.
This period can still be labeled infrequent — because within this context, frequent workouts are those which take place before there has been adequate recovery. So they are infrequent enough. And as with HIT and really all other strategies of weight training, frequency is the biggest question mark. The rest-pause tactic which is integral to the system appears to be a variation of that employed by a good number of HIT devotees.
So the workouts themselves are both intense and brief. This is just weightlifting. Who cares what the theory is as long as the system works? If a system works, then do it. The one exception is volume training.
The reason is that without understanding the theory of HIT, no one would use it. There appear to be so many. Like I just mentioned, high-volume lifting often results in a complete muscle tear.
For a bodybuilder, there are few worse things. Quads, pecs, and lats are all at risk. But biceps appear to be a little more fragile than the others.
If I had to pick a dangerous routine, it could be the practice of performing a large number of sets for biceps. I further think Arnold Schwarzeneggar is indirectly responsible for more torn biceps than any other single cause.
His routines featured 20 working set for biceps. A lot of people made the erroneous assumption that this must be the best way to get huge biceps. Granted, there have been many great bodybuilders that got huge biceps training this way.
Countless others failed using this or similar routines, and more than a few tore their biceps after enough years of such lifting. Regardless, even with this knowledge, bodybuilders until the end of time will keep doing this. Some people just cannot be swayed. For them, my only piece of advise is to get good medical insurance — since it costs many thousands of dollars to reattach torn muscles.