Corporate Boards Are Broken

Does Citigroup (NYSE: C  ) really need a board of directors? Considering their performance as the banking giant nearly collapsed -- twice -- it would be hard to argue they were doing what they were supposed to.

The purpose of a board is to provide oversight, supervision, and guidance for managers whose job it is to run the day-to-day operations of the business. Yet recently, they've seemed to be in league with greedy executives to take advantage of shareholders while running their companies into the ground. Maybe shareholders need to just get rid of the lot of them.

Shareholder activist Carl Icahn probably wouldn't go so far himself, since he sits on a few boards himself, including Imclone Systems (Nasdaq: IMCL  ) , Blockbuster (NYSE: BBI  ) , and American Railcar, among others. But his United Shareholders of America doesn't hold much love for boards that shirk their responsibilities, instead lavishing perks and benefits on incompetent management. The organization is calling for greater oversight of and shareholder access to corporate boardrooms.

Sure, it's clear that such a move would make things easier for someone like Icahn, who in a former life was billed as a corporate raider instead of a "shareholder activist." But there is little dispute that many boards need shaking up, and some directors seem to be gettin' while the gettin's good.

The Wall Street Journal recently reported that many directors are fleeing from boards just when companies are struggling the most. As General Motors (NYSE: GM  ) searches to eliminate every nickel-and-dime expense it can find these days, the new CEO from DuPont (NYSE: DD  ) is under pressure to leave GM's board sooner than planned because of time constraints the carmaker's implosion has put on her. Boards at Ford (NYSE: F  ) , Sprint Nextel (NYSE: S  ) , and American International Group (NYSE: AIG  ) are also facing an exodus during tough times. According to the Corporate Library, 46 outside directors left the boards of 42 companies in a number of struggling industries.

Investors might just as well say don't let the door hit you on the way out considering the horrid financial shape they've allowed the companies to get into, all the while collecting generous compensation of their own. Charlie Munger has suggested directors not be paid at all.

Every company on the brink of disaster these days has glowing words in its annual report about the steadying hand corporate governance provides its wonderful board of directors. Read the opening paragraph from Citigroup's proxy statement on corporate governance:

Citi continually strives to maintain the highest standards of ethical conduct: reporting results with accuracy and transparency; and maintaining full compliance with the laws, rules and regulations that govern Citi's businesses. Citi continues to set the standard in corporate governance among our peers.

That and $45 billion in taxpayer money will get you a minimally secure banking giant. Yet former Treasury Secretary and Citi director Richard Rubin absolved himself of any responsibility whatsoever in the bank's troubles, saying his role was peripheral at best. For such work on the periphery, he's been getting paid about $15 million a year.

The Lehman Brothers 2007 annual report was also big on the gloss, noting "Lehman Brothers continues to be committed to industry best practices with respect to corporate governance." Where are you now, Lehman?

As bad as management behavior has been in steering these companies toward destruction, you'll typically find compliant boards of directors cheering them on, or at best looking the other way. If that's the case then, if that's what shareholders are paying good money for, then do we really need them?

A good first step might be for investors to withhold their support for all sitting board members up for reelection -- and supporting far stricter oversight on how directors conduct their business.

Sprint Nextel is a Motley Fool Inside Value pick. Try any of our Foolish newsletters today, free for 30 days.

Fool contributor Rich Duprey does not have a financial position in any of the stocks mentioned in this article. You can see his holdings here. The Motley Fool has a disclosure policy.


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  • Report this Comment On December 01, 2008, at 6:32 PM, NJFresh wrote:

    I was a kid when the corporate raiders were in their heyday. I believe the raiders got shut down for looting corporate pension funds, among other boorish behaviors. States then started adding all kinds of anti-takeover "shareholder rights" laws to their books.

    How much of a role do you think anti-takeover laws have played in letting boards and managers behave so contrary to shareholder interests? And do you think that removing or paring back these laws would make a more competitive market for corporate management and governance?

  • Report this Comment On December 03, 2008, at 7:20 AM, DeLaVega8 wrote:

    Raiders got shut down not for looting pension funds but because politicians do not understand how capitalism really works nor do they understand fully that they have a responsibility to uphold private property rights. In other words, they did not (and still do not) grasp that shareholders actually own the company and as such have primary rights.

    Removing all laws and regulations that stand in the way of hostile takeovers would not solve the all the issues re shareholder interests but would have a material positive impact.

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