Archive for the ‘CEO Succession’ Category

Stanford & The Miles Group Research: 2013 CEO Performance Evaluation Survey Results

Wednesday, May 22nd, 2013

New CEO and Board Research from Stanford and The Miles Group

2013 CEO Performance Evaluation Survey Results: 

In Grading CEO Performance, Financials Still Dominate (PDF)

Boards rate CEOs high in decision-making, low in talent development

 STANFORD, CA – May 22, 2013 – A new study conducted by the Center for Leadership Development and Research at Stanford Graduate School of Business, Stanford University’s Rock Center for Corporate Governance, and The Miles Group reveals that boardrooms are giving poor grades to CEOs for their mentoring skills and board engagement – but still prioritize financial performance above all else. More than 160 CEOs and directors of North American public and private companies were polled in the 2013 Survey on CEO Performance Evaluations, which studied how CEOs themselves and directors rate both chief executive performance as well as the performance evaluation process.

 When directors were asked to rank the top weaknesses of their CEO, “mentoring skills” and “board engagement” tied for the #1 spot. “This signals that directors are clearly concerned about their CEO’s ability to mentor top talent,” says Stephen Miles, founder and chief executive of The Miles Group. “Focusing on drivers such as developing the next generation of leadership is essential to planning beyond the next quarter and avoiding the short-term thinking that inhibits growth.”

 However, when actually evaluating the performance of a CEO, companies place very little weight on many nonfinancial performance measures. The survey found that only a 5% weighting was given to a CEO’s performance in the areas of talent development and succession planning, and only a 2.5% weighting was given to employee satisfaction/turnover. 

“While boards clearly see mentoring and talent development as weaknesses in their CEO, the problem is that they are not evaluating CEOs against those measures in a meaningful way,” says David F. Larcker, James Irvin Miller Professor of Accounting and co-director of the Center for Leadership Development and Research at the Stanford Graduate School of Business. “Financial performance still dominates the grading metrics, so if boards really want CEOs to focus on other things as well, they will have to change the way they evaluate those in the top seat.”

 Additional key findings of the 2013 Survey on CEO Performance Evaluations include:

  • Directors rate CEOs high in “decision making” but low in people management areas. In addition to mentoring and developing talent, “listening” and “conflict management” were the skills least mentioned as strengths of the CEO. “The fact that these were in the bottom three means that there is a real problem,” says Mr. Miles. “Each of these should be at least in the top five of a CEO’s strengths, because they are critical components to excelling in the CEO role. Decision-making, which directors overwhelmingly stated was their CEO’s greatest strength, is important, because you don’t want a CEO with ‘analysis paralysis.’ But ‘planning skills’ – which also made the top three in CEO strengths – are really what CEOs should be delegating, not focusing on themselves.”

  • Little weight given to customer service, workplace safety, and innovation in CEO evaluations. While accounting, operating, and stock price metrics are assigned high value by boards, other factors generally hold little worth when boards rate their CEOs. “Seeming important things such as product service and quality, customer service, workplace safety, and even innovation are used in less than 5% of evaluations,” says Professor Larcker.

  • CEOs and boards believe the evaluation process is balanced. Eighty-three percent (83%) of directors and 64% of CEOs believe that the CEO evaluation process is a balanced approach between financial performance and nonfinancial metrics, such as strategy development and employee and customer satisfaction. “Unfortunately, the truth of the matter is that the CEO evaluation process is not that balanced,” says Professor Larcker. “Amid growing calls for integrating reporting and corporate social responsibility, companies are still behind the times when it comes to developing reliable and valid measures of nonfinancial performance metrics.”

  • CEOs failing to engage boards. “Board relationships and engagement” tied with “mentoring and development skills” as the #1 weakness in CEOs. “This serious disconnect between management and the boardroom has multiple negative ramifications,” says Mr. Miles. “Board engagement is absolutely vital to the function of the CEO – and to the health of a company. How can the board understand what’s going on in the company if the CEO is not engaging?”

  • Directors lukewarm when comparing their CEOs against peer group.  Forty-one percent (41%) of directors believe that their CEO is in the top 20% of his or her peers, while 17% believe that their CEO is below the 60th percentile. “For almost half of directors to say that their CEO is just ‘in the top 20 percent’ is not exactly a ringing endorsement,” says Mr. Miles. “The board hires the CEO – they should believe that they have the individual in that job who is absolutely the best, or can quickly become the best. The fact that nearly 20% of directors feel that their CEO ranks below the top 40% means that a lot of CEOs should be preparing their resumes.”

  • Disconnect in how CEOs and directors regard the evaluation process. Sixty-three percent (63%) of CEOs versus 83% of directors believe that the CEO performance process is effective in their companies. “Nearly a third of CEOs don’t think that their evaluation is effective,” says Professor Larcker. “The success of an organization is dependent on open and honest dialogue between the CEO and the board. It is difficult to see how that can happen without a rigorous evaluation process.”

  • 10% of companies say they have never evaluated their CEO.  “Given their fiduciary duties, it’s strange that any company would not evaluate its CEO,” says Professor Larcker. “The CEO performance evaluation should feed all sorts of board decisions, including goal setting, corporate performance measurement, compensation structure, and succession planning. Without an evaluation of the CEO, how can the board claim to be monitoring a corporation?”

  •  CEOs highly likely to agree with the results of their performance evaluation.  Only 12% of CEOs believe that they are rated too high or too low overall, and almost half (49%) do not disagree with any area of their performance evaluation.  “Shareholders have to wonder at the objectivity of the evaluation process,” says Professor Larcker. “It’s hard to believe that boards are pushing CEOs on their evaluations if they pretty much agree with their evaluation.”

  • Only two-thirds of CEOs believe that their own performance evaluation is a meaningful exercise. “Even though a high percentage of directors and CEOs think that the CEO evaluation process is meaningful, this number really should be 100%,” says Mr. Miles. “Every board has the power to meaningfully evaluate the CEO – whether doing it themselves, or bringing in someone to do it, or some combination thereof.”

  • Directors unlenient on violations of ethics but more forgiving of CEOs with legal or regulatory violations that occur on their watch. “A significant minority of directors – 27 percent – say that unexpected litigation against the company would have no impact on their CEO’s performance evaluation,” says Professor Larcker, while approximately a quarter of directors (24%) say that unexpected regulatory problems would also have no impact. By contrast, all directors (100%) say that their CEO’s performance evaluation would be negatively impacted by ethical violations or a lack of transparency with the board.

Stanford University’s Rock Center for Corporate Governance and Mr. Miles have collaborated on several research studies of CEOs and board directors, including the 2011 Corporate Board of Directors Survey and the 2010 Survey on CEO Succession Planning.

 For more information, please contact D Katie Pandes of the Stanford Graduate School of Business at 650.724.9152 or pandes_katie@gsb.stanford.edu.

 About Corporate Governance at Stanford

The Center for Leadership Development and Research at Stanford Graduate School of Business seeks to advance the understanding and practice of corporate governance and executive leadership. Stanford University’s Rock Center for Corporate Governance is a joint initiative of Stanford Law School and Stanford Graduate School of Business.

 About The Miles Group

The Miles Group develops talent strategies for organizations, teams, and individuals – focusing on high-performance, world-class leadership. The firm was founded by Stephen Miles, a recognized expert in C-suite and board effectiveness; coach to top CEOs and COOs; and keynote speaker to organizations around the globe. Headquartered in New York, The Miles Group advises top global corporations through CEO succession, executive transitions, board assessment and training, and talent development. The firm’s coaching and advisory services enable leaders to raise the bar on their own performance, as well as create an environment for success throughout the organization. For more information, visit www.miles-group.com.

Link Your Website to Handy Corporate Governance Glossary of Terms

Saturday, April 21st, 2012

Glossary

The following glossary of terms are frequently used in discussions of corporate governance. Link the Stanford Corporate Governance Research Program glossary of terms to your website:  http://www.gsb.stanford.edu/cgrp/research/glossary

 

 

Rock Center Working Paper Series Vol. 4 No. 2, 03/19/2012

Monday, March 19th, 2012

Rock Center for Corporate Governance Logo

New working research papers via SSRN, the Social Science Research Network

Table of Contents

A Dialogue on the Costs and Benefits of Automatic Stays for Derivatives and Repurchase Agreements

James Darrell Duffie, Stanford University – Graduate School of Business
David A. Skeel, University of Pennsylvania Law School, European Corporate Governance Institute (ECGI)

Failure is an Option: Failure Barriers and New Firm Performance

Robert Eberhart, Stanford University – Management Science & Engineering, Stanford University Shorenstein APARC / SPRIE
Charles E. Eesley, Stanford University
Kathleen M. Eisenhardt, Stanford University – Management Science & Engineering

Knowledge, Compensation, and Firm Value: An Empirical Analysis of Firm Communication

Feng Li, University of Michigan at Ann Arbor – Stephen M. Ross School of Business
Michael Minnis, University of Chicago – Booth School of Business
Venky Nagar, University of Michigan – Stephen M. Ross School of Business
Madhav V. Rajan, Stanford Graduate School of Business

Reforming Money Market Funds

Martin N. Baily, Brookings Institution
John Y. Campbell, Harvard University – Department of Economics, National Bureau of Economic Research (NBER)
John H. Cochrane, University of Chicago – Booth School of Business, National Bureau of Economic Research (NBER)
Douglas W. Diamond, University of Chicago – Booth School of Business, National Bureau of Economic Research (NBER)
James Darrell Duffie, Stanford University – Graduate School of Business
Kenneth R. French, Dartmouth College – Tuck School of Business, National Bureau of Economic Research (NBER)
Anil K. Kashyap, University of Chicago – Booth School of Business, National Bureau of Economic Research (NBER)
Frederic S. Mishkin, Columbia Business School – Finance and Economics, National Bureau of Economic Research (NBER)
David S. Scharfstein, Harvard Business School – Finance Unit, National Bureau of Economic Research (NBER)
Robert J. Shiller, Yale University – Cowles Foundation, National Bureau of Economic Research (NBER), Yale University – International Center for Finance
Matthew J. Slaughter, Dartmouth College – Tuck School of Business, National Bureau of Economic Research (NBER)
Hyun Song Shin, Princeton University – Department of Economics, Centre for Economic Policy Research (CEPR)
Jeremy C. Stein, Harvard University – Department of Economics, National Bureau of Economic Research (NBER)
Rene M. Stulz, Ohio State University (OSU) – Department of Finance, National Bureau of Economic Research (NBER), European Corporate Governance Institute (ECGI)

The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans

Chris S. Armstrong, University of Pennsylvania – Accounting Department
Ian D. Gow, Harvard Business School
David F. Larcker, Stanford University – Graduate School of Business

Sudden Death of a CEO: Are Companies Prepared When Lightening Strikes?

David F. Larcker, Stanford University – Graduate School of Business
Brian Tayan, Stanford University – Graduate School of Business

New in Stanford Closer Look Series: Sudden Death of a CEO: Are Companies Prepared When Lighting Strikes?

Thursday, March 8th, 2012

Sudden Death of a CEO: Are Companies Prepared When Lighting Strikes? (PDF)
By Professor David F. Larcker and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford Graduate School of Business.
Published: March 6, 2012

It is very difficult for shareholders to know detailed information about CEO succession planning among the companies they have invested in.  Although CEO deaths are rare, the sudden death of a CEO can provide insight into the quality of succession planning and governance of a company.  Whereas some companies are able to appoint a successor immediately, others take weeks or months to do so.

In this Closer Look, we examine this issue in detail.

We ask:

* Why haven’t more companies done a “reality check” on whether they have a truly operational succession plan?
* What can a board learn and what should it do if the market reacts positively to the death of its CEO?
* Should the board revise its succession plan if its CEO engages in risky hobbies or lifestyle habits?

Read the attached Closer Look and let us know what you think!

To receive monthly alerts about the Closer Look series, please email the Stanford Corporate Governance Research Program at corpgovernance@gsb.stanford.edu. You can also follow more corporate governance news on Twitter: @StanfordCorpGov .  To view the entire collection of  Stanford Closer Looks please click here.

New in Stanford Closer Look series: Leadership Challenges at Hewlett-Packard: Through the Looking Glass

Monday, October 10th, 2011

The board of directors has a long list of responsibilities in all areas of governance.  However, to many, the fundamental obligations of the board are simple and distill down to two: 1) evaluate and approve the corporate strategy and 2) hire and fire the CEO. The Hewlett-Packard Company has had four leadership changes over the last twelve years.  It has also faced numerous strategic changes, as well as controversies and challenges at the senior management and board levels.

We examine these issues and ask:

* Does the board of directors understand the skills and experiences needed to run the company?

* Have they settled on a corporate strategy?

* Why has the board repeatedly appointed an external, rather than internal, executive as CEO?

Read the Closer Look and let us know what you think!

To receive monthly alerts about the Closer Look series, please email the Stanford Corporate Governance Research Program at corpgovernance@gsb.stanford.edu. You can also follow more corporate governance news on Twitter: @StanfordCorpGov .

To view the entire collection of  Stanford Closer Looks please click here.

Stanford Closer Look: Seven Myths of Corporate Governance (CGRP-16)

Thursday, June 2nd, 2011


 CGRP16 – Seven Myths of Corporate Governance (PDF) by Professor David F. Larcker and Brian Tayan, MBA '03

In recent years, there has been much discussion over how to improve governance systems broadly. In the process, certain myths have developed that continue to be accepted, despite a lack of robust supporting evidence.

These myths include the beliefs that:

1. The structure of the board always tells you something about the quality of the board

2. CEOs in the U.S. are overpaid

3. Pay for performance does not exist in CEO compensation contracts

4. Companies are prepared to replace the CEO if needed

5. Regulation improves corporate governance

6. The voting recommendations of proxy advisory firms are correct

7. Best practices are the solution to bad governance

We examine each of these myths in closer detail and explain why they are false.

So long as these myths are accepted by practitioners and the public, how can we expect managerial behavior and firm performance to improve? Read the attached Closer Look and let us know what you think!

Larcker and Tayan are the authors of recently published book: Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences, FT Press

Topics, Issues and Controversies in Corporate Governance: The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. To see the full series of  Stanford Closer Looks click here.

Why Does Corporate Governance Really Matter? New Book from Stanford Showcases Research into How Boards Can Govern Better

Thursday, May 19th, 2011

Corporate Governance Matters by Professor David Larcker and Brian Tayan

STANFORD, Calif.–(BUSINESS WIRE)–“The debate on the role of boards in the wake of the financial crisis has created a lot of hype and rhetoric about corporate governance,” says David Larcker, who is James Irvin Miller Professor of Accounting and Director of the Corporate Governance Research Program at the Stanford Graduate School of Business and coauthor with Brian Tayan of the new book Corporate Governance Matters (FT Press). According to Larcker, many so-called experts are heavy on opinions about governance, but light on the facts.

“The fight for ‘say on pay’ and proxy access has gotten a lot of ink – but it is unclear whether it will actually create shareholder value.”

“The FDA requires research on drug outcomes before approving a pharmaceutical,” he says. “Shouldn’t experts that prescribe ‘cures for bad governance’ be subject to a similar standard of review?”

In their book, Larcker and Tayan, a researcher at Stanford GSB, challenge the conventional wisdom of the many books, reports, and recommendations of blue-ribbon panels on what constitutes “good” governance. The authors researched hundreds of companies and interviewed many board directors to uncover the real-life consequences of corporate governance practices – from director independence to designing appropriate executive pay packages.

“A lot of people want to measure what’s measurable – we wanted to measure what’s informative,” says Tayan. “For example, certain lightning-rod issues, such as ‘excessive’ risk taking and CEO compensation, get a lot of attention from outside observers, while important issues that are considerably more difficult to assess – such as corporate strategy and succession planning – tend to get the short shrift.”

Trends Getting in the Way of Good Governance

“Our research shows that many emerging developments that were intended to improve governance – purportedly to avert the kind of financial disaster we just experienced – just don’t hold water,” Larcker explains. These include:

  1. Compliance drowning out strategy – “A check-the-box approach is not what we need from directors. We need instead their best thinking and ability to manage risk appropriately for corporate growth.”
  2. “Federalization of corporate governance” – “As corporate governance becomes increasingly, and probably inexorably, ‘federalized’ through regulations such as Dodd-Frank, there is a real question as to whether these laws make boards govern better,” he says. “We’re still debating whether the 10-year-old Sarbanes Oxley was good for the economy.”
  3. “Shareholder democracy” movement – “The fight for ‘say on pay’ and proxy access has gotten a lot of ink – but it is unclear whether it will actually create shareholder value.”
  4. Rise of proxy advisory firms – “Proxy advisory firms exhibit substantial influence over the proxy voting process. What is the evidence that their recommendations lead to the kinds of positive outcomes that stakeholders really care about?”

“We wrote our book for thinkers – for practitioners who want to see how important governance issues play out in the real world,” says Tayan.

“By integrating several different approaches to the topic – both business and legal – we have created a practical framework for directors that will help them make decisions that lead to organizational success.”

To speak with the authors, contact Davia Temin or Suzanne Oaks at 212-588-8788 or news@teminandco.com.

For information on Corporate Governance Research Program: http://www.gsb.stanford.edu/cgrp/about/

Contacts

Stanford Graduate School of Business

Helen Chang, 650-723-3358

chang_helen@gsb.stanford.edu

 

 

Forthcoming May from FT Press: Corporate Governance Matters

Wednesday, April 6th, 2011

Corporate Governance Matters:
A Closer Look at Organizational Choices and Their Consequences By David Larcker, Brian Tayan

Available from FT Press-Pearson Prentice Hall

Read Chapter 1 of the book

Free Stanford GSB teaching material on Corporate Governance features

Thursday, March 24th, 2011

These free presentations are provided for general learning and teaching purposes.

 

Closer Look Series – CEO Health Disclosure at Apple: A Public or Private Matter?

Monday, January 24th, 2011

Closer Look Series: Topics, Issues and Controversies in Corporate Governance, No. CGRP-12, By David F. Larcker, James Irvin Miller Professor of Accounting, Director of Stanford Graduate School of Business Corporate Governance Research Program And Brian Tayan,  Stanford GSB casewriter and MBA ’03 Date: 01-24-2011

In recent years, much attention has been paid to CEO succession planning as a risk management issue.  However, it is not clear what information the company should disclose on this matter or how extensive the disclosure should be.  This is particularly true when it comes to companies whose CEOs are experiencing health issues.

On the one hand, shareholders value detailed disclosure on the health of the CEO because it helps them to make a reasoned assessment of whether and when a transition might occur.  On the other hand, health information is a private matter, which the CEO may not wish to disclose.

We examine this issue as it has unfolded at Apple.

  • How extensive should disclosure on CEO health be?
  • How should the board weigh its obligations to shareholders against the protection of privacy?
  • Should the board disclose other, less sensitive information regarding CEO behavior that might be material to the market price of the stock price (such as a distracting divorce, excessive stress levels, or risky hobbies)?

Read the attached Closer Look, and let us know!