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Watch Out for Back-Scratching Boards

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There's nothing quite like having friends in high places. Just ask former Citigroup (NYSE: C  ) CEO Charles Prince, former Zale (NYSE: ZLC  ) CEO Mary Burton, former Freddie Mac head Richard Syron, and former Office Depot (NYSE: ODP  ) CEO Steve Odland. What do these bigwigs have in common? All four were pushed or embarrassed out of the organizations they led. And as a recent Wall Street Journal article pointed out, each stayed on as a director -- essentially one of the CEO's bosses -- at another well-known company.

Board seats are plum part-time jobs that typically come with plush pay and perks. It's great work -- if you can get it. Getting it has traditionally been all about your network. And once you're in the club, it seems that almost nothing you do will get you thrown out. 

Friendly back-scratching is pervasive in the business world. But when failed CEOs retain lucrative, powerful director seats, investors should question the boards that keep them. Who are these boards looking out for, anyway -- the shareholders or themselves?

What were these boards thinking?
Even after leading Citigroup to the brink of catastrophe, Charles Prince retained a seat on the board of Johnson & Johnson (NYSE: JNJ  ) . On his watch, the company that was hailed as a "hero" for the way it handled the 1982 Tylenol recall has been accused of blundering and cover-ups in countless recent recalls.

Mary Burton quit Zale after the retailer lost market share and missed earnings expectations, but remained on the board of challenged office supply retailer Staples (Nasdaq: SPLS  ) . According Staples, she brings "extensive executive level experience within the retail industry." Why doesn't Staples get someone whose experience includes a successful track record?  

Richard Syron, ousted from Freddie Mac as part of the government's 2008 takeover, nonetheless retained a lucrative seat on Genzyme's board. He may face a civil action from the Securities and Exchange Commission for not properly disclosing Freddie Mac's exposure to subprime loans. Steve Odland left Office Depot last year after agreeing to pay a $50,000 fine for allegedly violating SEC regulations, but retained his seat on General Mills' board. Whatever happened to avoiding even the appearance of wrongdoing? And if you can't trust the board, can you trust the management it oversees?

Hooray for AMD
In contrast, Advanced Micro Devices' (NYSE: AMD  ) board demonstrated integrity and sound judgment after onetime board member David Edmondson left his CEO position at RadioShack (NYSE: RSH  ) under fire for puffing up his education background. Edmondson offered to resign from AMD's board -- many boards have a policy requiring that a member offer to resign if his or her professional status changes -- and the board accepted.

Foolish takeaway
It's hard to find good help these days. In evaluating company management, don't forget to consider board members' track records and integrity.

To help, The Motley Fool recently introduced a free My Watchlist feature. You can get up-to-date news and analysis by adding companies to your Watchlist now:

The Steve Jobs Betrayal
You may already know that in the final year of his life, Jobs revealed a stunning betrayal — and told his biographer, "I will spend my last dying breath... and every penny of Apple's $40 billion in the bank to right this wrong." What was it that made Jobs so irate — and why could it make a few in-the-know investors some major profits over the coming months and years?

Enter your email address below to find out what made Jobs so enraged!

Fool contributor Cindy Johnson does not own shares in any security in this story. The Motley Fool owns shares of Johnson & Johnson and RadioShack. Motley Fool newsletter services have recommended buying shares of Johnson & Johnson and Staples, creating a diagonal call position in Johnson & Johnson, and shorting Office Depot. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.


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