BP: Same old questions, no better answer

As Day 52 passes on the nation's worst-ever environmental crisis, it's time to understand how leadership situations such as this one are allowed to manifest into full blown disasters.

This posting will not attempt to do what the legions of other more talented hands have done to encapsulate events. No individual blame will be placed, no screams will be made for heads or CEOs nor will any investigations ensue. It will simply ask a few questions and then attempt to provide deeper perspective from both known facts and sources who work with corporate boards vs. opining from inside universities and think tanks.

And the question is...Where was the British Petroleum (BP) board when this crisis first happened? Followed by...What was or has been their response since then? Finally...how does what's known today inform future actions?

First, it should be noted that as bad as this operational crisis may be, what's always far more telling is how a company responds to a crisis. Going back to the worst domestic non-response case of all-time, Three Mile Island, letting the phones ring off the hook for days is the obvious worst while deft handling of the Tylenol crisis continues to rank as the most effective. Where the BP case study ends up will depend heavily on a final, still to be resolved outcome.

Back to the main question: Where was BP's board? Looking over the company's official communications, since the explosion on April 20, at least 50 releases have been issued. Other than a joint statement between the Chairman and CEO on June 4, no board position has emerged nor has any communique indicated what the board has been doing since the outset. It's unclear how many board meetings have been convened nor is anyone at BP willing to confirm an official number. It should be noted that this is normal behavior. Boards generally speak as one through their Chairmen and CEOs and meet quarterly or more as issues demand.

Our view, however, is that this situation is anything but normal. In fact, had the BP board decided to openly challenge the validity of what management was telling them at the outset, chances are the leadership criticism would not be as severe. Even despite the 700,000+ gallons of oil spewing forth killing wildlife and scaring everyone to the height of "Jaws," the movie.

BP directors have no further to look than themselves (for a listing of the 14-member board, which includes six internal directors and seven non-executive types, go to http://www.bp.com/managedlistingsection.do?categoryId=9021801&contentId=7040608) and the rash of governance ineptitude during the market collapse of 1998 for a guide on how not to act. Back when the financial system was in a free fall, not a single board member at Lehman Brothers or Merrill Lynch came forward to ask tough questions. Or at least they didn't publicly. Chalk another one up to attorneys who now manage the personal matters of board members as closely as their corporate clients.

Put more simply in the BP case, even if the board has been deliberating about whether to replace CEO Tony Hayward, what good is it to do so without full transparency? Especially when the company has already lost its reputation and a third of its equity value. Look at this way. Hayward could be the second coming of Jesus Christ right now and it wouldn't matter. The system that led to the current response is what needs changing, not the talent. A single governance standard across cultures might not hurt either.

The worst duplicity may lie in the fact that a majority of Fortune 500 board members tell public surveys that reputation is extremely important, yet when the proverbial blank hits the fan, they somehow develop amnesia with their own rhetoric.

This typical governance pattern is unacceptable during a crisis turned disaster. Real or perceived, nothing ever changes during a time when people are livid at institutions and want better solutions. Instead we're treated to heightened rhetoric and the blame game while Rome burns. Or in BP's case, while rescue workers wash oil off pelicans, and tourism officials rush to assure vacationers via promotional ads while oil sheens gather off the coast line.

Speaking of self interest, where are ExxonMobil, Texaco and Chevron? Couldn't their interests be BP's interests at this point? It's amazing that industry hasn't realized what the rest of us now know: Public opinion will never return in their favor no matter what happens. BP's crisis is now a national crisis, which means industry has lost another generation. No cagey spin can reverse this trend, which originates in the mismanagement of enterprise-wide risk, a key board competency.

The final takeaway here is that while reputation can obviously vanish overnight it's generally a slow crawl of leadership incompetency up to that point. With typically a raft of characters floating nearby who could have stepped out of their "best and brightest" institutional suits to demand something better. It's the least anyone could do to help improve a system that remains mired in outdated, group think behavior.

Heck, if nothing else, as a wise friend suggests, why doesn't BP just start giving away free gas to the Gulf's fishermen? To borrow a mangled phrase from a maligned former U.S. president, that's just common sensical!

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Scary stuff

Thanks to today's PE Week Wire and First Read contributor, Michael Snyder, we've now had our quarterly dose of economic reality thrown up on the home-based office screen. I wish I could say it's positive.

Warning: Grim fact-based reality about where things stand can be found at http://www.blacklistednews.com/?news_id=8878.

Recent gyrations from Europe aside, the so called recovery obviously has a long ways to go.

What's the new normal?

Dear Clients and Colleagues:

There's a new default mode in the marketplace. It's called the "New Normal." You may have already seen the term cropping up in reporting on the financial sector.

It's not clear what New Normal means or if there's anything substantive behind the term. Chalk another one up to media creation. Here's our take. New normal seems to describe a new place that some have arrived at following the Great Recession. Just don't ask them to tell you what's behind the "at."

What the saying points to is the continuing need for businesses (and their leaders) to find better narratives describing what they're doing or trying to do. After what's happened over the past couple years, there's little excuse left for an organization not to tell a better story. Yet fear of the unknown, anxiety about what's going to happen next and refusal to accept change continue to permeate behavior in the marketplace -- even despite signs of tenuous improvement.

You'll be comforted to know that there's now a better way to overcome this challenge. We are here to help tell how what you and your firm are doing can translate into better narrative with key constituencies, such as customers or clients.

While this may sound like an overly inward creative exercise, the truth is it's not. Effective narratives are only as relevant as what outside audiences want or need to know. The second truth is the normal tools such as press releases, canned speak, resumes/bios/CVs, Linked In updates and Tweets leave much to be desired when it comes to high-impact story telling. That's not taking anything away from all the channels being on; more to the point, it speaks to content that goes into the channels.

Consider a consultation if you're interested in learning how a process can work from a senior leadership POV. We will walk through the steps required, what a final product can accomplish and costs associated with the exercise. Here are several inflection points for when a new story typically has the most value:

1. Job and/or career change
2. New leadership position
3. New business strategy/direction
4. More actionable vision and shared values among a team

Thanks for your continuing support. May the New Normal exceed all previous expectations.

All the best,

JG

Jeremy Garlington
Point of View
Phone: 404-606-0637
Email: garlingtons@msn.com


P.S. If this doesn't interest or appeal to your needs right now, please consider forwarding the message to a senior-level leader who you think could benefit. Only personal one-to-one action makes a difference.

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Childish or Churlish?

So by now we all have our own POV about Wall Street, financial reform and the current standing of the bank otherwise known as Goldman Sachs.

No matter what we may think or believe individually, what passes by in the public square never ceases to amaze.

The latest case in point comes courtesy of a private equity executive who probably will wish that he wasn't quite as candid as he was after reading today's New York Times' Dealbook column, http://http//www.nytimes.com/2010/04/27/business/27sorkin.html?ref=business. Then again maybe he will simply rationalize the view deeper as fact. Who knows. Here's an excerpt:

"I don't want to use the word childish but...it's childish." That's how Kenneth Griffin, the founder of Citadel Investment Group described the Security Exchange Commission's decision to pursue a civil fraud case against Goldman for their role in creating a sub-prime investment that went sour...

Classic. I don't want to but will thanks to my vaulted position. But wait, it only gets better. Here's another excerpt (we strongly suggest reading the piece in its entirety for context.)

"...I think the Goldman case has clearly energized the Democrats with respect to passing the regulatory reform."

Fair enough. We're all entitled to an opinion. The fatal flaw in this type of thinking though is how it tends to create conspiracy theory. Follow the logic and see if you agree or disagree. By adding this last line, Griffin seems to be saying that the fact the SEC took this action means that political fallout and momentum behind reform legislation will increase. That may be the case, but by connecting two separate events, the belief now trickles into the widely mediated territory of fact. It also does not acknowledge any resemblance of fault by the original party, which in this case, is Goldman Sachs -- not the SEC or efforts to reform the system.

For another example that now seems like decades ago, consider the original case for the Iraq war, which unsuccessfully attempted to implicate Saddam Hussein with the 9/11 tragedy.

The gray area between fact and opinion is where efforts to solve a problem get horribly off track. To borrow an age old line, don't let facts get in the way of a good argument.

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Good paying work for Junior

Remember when we used to mow lawns and do odd jobs as kids? Those days seem to be gone forever in the executive sphere based on revelations from the banking pinata known as Goldman Sachs. See http://dealbook.blogs.nytimes.com/2010/03/22/the-perks-of-being-a-goldman-kid/?ref=business Pay levels and perks aside, did anyone stop to think how these revelations would play publicly following the Crash? Here's hoping Jon Stewart and the Daily Show have a funny take so we can laugh and move on. With health care now done, it's on to the financial sector.

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Why CEOs should not blog without facts

When the CEO of an acquired company starts saying things like, "are you ready for a brave new world?," employees know it's time to take cover underneath their desks. In the case of John Brock at Coca-Cola Enterprises (see the AJC's report, published earlier today at http://www.ajc.com/business/coca-cola-enterprises-ceo-382024.html,) it's our sincere hope that he and the acquirer, The Coca-Cola Company, can level with employees and cut through the happy talk. Information travels at the speed of light, and fortunately or unfortunately depending on your view, sheltered executives tend to be behind when it comes to understanding sentiment. Blogs in this context only amplify what's already unknown, versus providing context around what is known. Add in the greatest levels of fear and anxiety since WWII and you get an environment that demands truth, not rosy talk.

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Passion of the Work

Blogger and entrepreneur expert Ben Cansocha posted a great feature earlier this month on the fallacies of working with passion. He cited a seemingly contradictory excerpt from Steve Jobs' now famous commencement speech first given at Stanford University and now passed along on the Internet like a prosperity gospel. Here is Ben's post followed by an updated POV:
http://ben.casnocha.com/2010/01/the-contradiction-in-steve-jobs-famous-commencement-speech.html?utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+ItsLikeBensBlog+%28Ben+Casnocha%27s+Blog%29

Let's try a long winded question that cuts to the chase: How many people do you know who both love what they do, make lots of money, lead a balanced life and view their work as the primary channel of their "passion?" Is that your final answer?

Here's an updated view on the work with passion adage. Take it from someone who has now seen it from all sides: Personal experience, professionally helping others with similar issues and seeing through the views of everyone else inside the career complex.

Passion only takes things so far in the marketplace. You can be really good at something that you love to do and not receive adequate compensation due to factors out of your control. That's generally when the tough get going and find ways to adapt to meet need, which is always easier said than done. Some suspend passion and find ways to get through the lows of not being able to apply it as fully as originally intended. Consider Walt Disney and his many mini-foibles with animation and theater decades before Disney World ever existed. Others simply re-channel passions in other areas, such as hobbies, causes or ministries. Steve and Jean Case, Bill and Melinda Gates leap to mind here although admittedly those are some real stratospheric surface-oriented examples where passions follow great fortune.

Despite great commercial success, Goliaths such as Jobs have had to toil hard in the lab at times. Most business artisans view working with passion as a continuous series of experiments that may or may not have million dollar outcomes such as IPods or IPads. Taken in this context, maybe working with passion is a lifelong endeavor similar to faith? Who knows. What we do know is that the professional career complex latched onto this one during the go-go days of the Dot Com era. Those days are gone, yet the "work with passion" mystery remains. Beware of anyone who says they have this one figured out. Because they don't. It's simply not a black and white issue as painful as it is to admit.

I once posed the Passion question over a lunch with a prospective client who happened to be a mini-Hollywood mogul at the time. "So what's your passion?" He looked at me like I was crazy. Rephrasing the question, I tried another approach, "what gets you up in the morning?" His response, "I don't know. I've never had trouble getting up in the morning." Sold! Once he gave that response, we knew we had him on the hook.

If anyone would care to debunk this mystery further, please be my guest. Just please leave a few dollars on the blogging pillow.

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Bold truth -- from an unlikely source

Rarely has a bold truth come ringing out of a Sunday talk show during the holidays. And rarely have so few words implicated so many with such little fanfare.

As the usual year-end imagery gathers on TV and the Internet, it's highly unlikely the comments of Massachusetts Gov. Deval Patrick will make the final cut. That's too bad. Because what Patrick had to say about the past 10 years has deep implications for the next few.

Appearing on "Meet the Press" alongside New York Mayor Michael Bloomberg and pol Newt Gingrich, Patrick summarized the first stage of the new millennium as the "self deception decade." Y2K, threat of terrorism manifested by Sept. 11th, two wars fought on the cheap, housing/Wall Street bubbles, etc. Whatever we spent or did then was put off for tomorrow. Patrick predicted that the coming decade will be when we finally get honest and deal with the "intractable problems facing society."

Fair enough, Governor. You're a smart and admirable point-of-view public figure. But what you said strikes to the core of a much deeper issue that no one seems able to address -- much less solve.

A vast majority of leadership elites have grown to believe their own deception, making real connections with followers fleeting. Trust and confidence have been thrown out with the bath water. Innovation -- which Patrick said will characterize the coming decade -- gets tossed around in conversation like a worn out bromide while little changes. Consider the evidence. Government, despite a transformational president, remains the same both symbolically and systematically. Two of the recession's hardest hit industries, autos and banking, continue to maintain the status quo as evidenced by events at GM and Bank of America Corp. "Going green" remains just that as even Bloomberg confessed by saying "no one knows what that means." How the green movement hasn't been effectively connected to eliminating dependence on foreign oil tells all you need to know about how special interests engulf the present system.

Elites have grown oblivious to their own deception for a range of factors -- most center on self glorification vs. productive difference making on behalf of others. Case in point: What just transpired between Congress and the White House on health care reform. Note: This is not a policy indictment; more to the point, it's about acting above board when no one trusts what you're doing. Equal offenders from the political and business realm line both sides of this issue.

Huge sums of money also feed the beast called deception. A billion here, a billion there. No amount is too small. It's almost as if Monopoly money is being exchanged for derivatives to be paid later. Leaders have forgotten that it's the public's (taxpayers' and shareholders') treasure that they're manipulating for selfish personal gain. No accountability leads to zero correction; cycle continues. The passing of Sen. Kennedy over the summer served as a stark reminder of what a lifetime of public service entails. It's too bad his legacy has already been shuffled away in the Senate's coat closet.

Fortunately, or unfortunately depending on your view, the public is way ahead of the deception. They're furious, anxious and often perceived as irrational, which means they are irrational in a heavily mediated world -- or whatever passes for the nightly news.

The real question is what can be done. There are no easy answers, but it begins with calling out the issue. It's too bad we can't assign TMZ.com or the "National Enquirer" to the story because they would get to the bottom of the barrel in a hurry. Facts or no facts, the tabloid media, YouTube and other new outlets such as Twitter have a way of cutting through to the unfiltered core faster and better than anyone else.

Which brings us back to the future. Before we go further into the "honesty decade," as Patrick predicted, there's still a fair share of flushing out to do with the deception decade. Which means we'll probably keep throwing the bums out of office and tossing stones at CEOs in glass houses while little gets done. Some things don't change.

The only way to make a difference is by taking personal action and encouraging others to do the same. Not everything has to be about ME! Granted, until there is a sense of collective We, it's awfully hard not to look out for A-1. Especially when things are upside down economically.

Maybe the next 10 years will turn out to be the "Me to We" decade? Probably not. 'Mewee' sounds like a dumb Charlie Brown character. Oh well. Back to the drawing board for now. Welcome your ideas on a better name.

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Introducing the new Fleet BofA

Well, at least it's done. Bank of America Corp.'s board whiffed by selecting an insider/outsider, but thankfully, the publicly bungled succession process is finally over. Look soon for spin on the new Bank of America, which will resemble the old with a new "fleeting" influence. 'Fleeting' is a bad play on words referring to the strong influence of three former Fleet executives who currently sit on BofA's board and the new CEO, Brian Moynihan, who also formerly worked at Fleet. More things change, the more they stay the same. Prediction: The bank's board will be shopping for another CEO within a year's time.

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BofA: Where's the new CEO?

The Bank of America Corp. (BofA) CEO search drags on. First the board said through a spokesperson that they were going to have a candidate in October. Then Thanksgiving came and went. Now the deadline is first quarter 2010. According to the Wall Street Journal, the bank's board is meeting today but they likely will not be naming a new CEO. So what exactly are they doing: Hanging the stockings with care?

While the board deliberates, the usual vacuum gets filled with everything from potential candidates who won't take the job to how the bank paid back TARP money so they could attract the right CEO candidate. Pardon the blunt dismissal, but this latest mainstream revelation is dumb. No one at that level is going to make their decision based solely on money, and if they were, then they're not suited for what the job requires.

Managers take jobs because of money; leaders take jobs because of the ego-based challenge and then the money, which when you're a candidate for the top job at the nation's largest bank assumes you don't need a paycheck every 15 days. Of course this assumption could be wrong like most of the others during the Great Recession. But the rule generally holds true at the top rung.

Let's review a few key qualifications since the basics seem to have lost more interest than a C-SPAN rerun. Sooner board steps up, obviously the better.

1.) Proven leader, not another manager. The new CEO needs to be someone with gravitas and proven ability to navigate constituencies that some believe now poison the bank's dry well: Government regulators, Obama administration officials, investors and previous owners (latter two are one in the same but sometimes it's difficult to tell.) For anyone that still believes that the new hurler in chief will be a qualified manager from the inside, recall the baseball song about belly itchers and relief pitchers. One does not preclude the other. If that doesn't suffice then consider what the WSJ's Intelligent Investor had to say about the difference a new CEO makes in a company's profitability: http://online.wsj.com/article/SB10001424052748703735004574575880529756434.html?mod=WSJ_hpp_sections_personalfinance
Preview of answer: Not much. Difference is little more than a coin flip.

2.) Able to lead and build credible consensus in a new direction. The previous occupant, Ken Lewis, comes from the old command control school where oddly the new darling, GM Chairman Ed Whitacre, came from as well. That's not going to cut it. Key question: Who can marshall the capital, both human and financial, combined with the right strategy to move BofA forward in not only a different direction but an entirely new operating environment? Trust and confidence weigh heavily here but don't try telling that to the board, which hasn't exactly used this transition period to build either quality.

3.) Character as a tangible vs. intangible requirement. Okay, don't roll your eyes. While this qualification gets thrown around more than a bromide, reputation does matter. Or at least it should in this case based on the former occupant's behavior. In his "Eighth Habit," Stephen Covey cites a stat. that lends credence here: 90 percent of all leadership failures are due to character. Flaws, break downs, sacrificing values, etc. You would think that whoever takes the top job at BofA will need to be squeaky clean and politically astute. And no, those two qualifiers don't represent an oxymoron.

Good luck, BofA board. We look forward to hearing from you directly sometime through your Chairman or search firm. Tick-tock, tick-tock.

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Single holiday wish

Last week's headlines in The Wall Street Journal presented an all too familiar trend line. First came AIG's CEO complaining about pay restrictions while threatening to quit after only a few months in the job. He later retracted and said he was staying for now. Evidently the "war for top talent" rages on to the point where even a leader of a too big to fail enterprise feels compelled to cry wolf.

Then came reports of another candidate for the Bank of America (BofA) CEO job turning up his nose because reportedly $34 million in stock paid in another deal would not be paid out in full if he took the BofA position at a lesser grade. Why someone would view the position as just another notch in the money belt is more instructional than it should be. Evidently restoring credibility at the nation's largest bank and earning career making chops that goes with doing so aren't worth the advertised compensation.

Ah, yes. Unchecked self interest continues unabated in American executive circles. What a way to end the year during which many have lost but few have gained. I can hear the cries now, "But why shouldn't he command the most money? Aren't you a capitalist? Since when did the government start setting private sector pay levels -- that's SOCIALIST!"

Fair enough. Argue away. It's a free country. Just be sure to see both sides.

The message here is not about government control vs. impinging on capitalism. Far from it. That argument is way above our pay grade any way.

It's a simpler holiday wish: That those who continue to act exclusively in their own self interest (Hint: All of us at one time or another) reach out beyond themselves and lift up a fellow man or woman in need.

That could be as dramatic as helping someone in trouble, hunger or sorrow or as common as providing a personal endorsement to someone else who might qualify as a new potential customer or boss. Oh, and this means actually doing so directly, not writing a bunch of canned lullabies on Linked In.

If that all sounds too Pollyanna, then look at it this way: It's not just about my house or his house. It's about OUR house. This is as much a collective leadership message as it is request to act in a greater interest. If nothing else, can we at least set aside the market-based quid pro quo stuff for a couple months?

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Two Chicago Guys and a CEO Search

Left to right: Walter Massey (courtesy, AJC)
Charles A. Tribbett III (courtesy, Russell Reynolds web site)


Bank of America Corp. (BofA) Chairman Walter Massey has named Charles A. Tribbett III of executive recruiter Russell Reynolds to assist with the recruitment of the bank's next CEO, according to people familiar with the matter. Efforts to confirm Tribbett's selection with a firm spokesperson were unsuccessful as of 5 PM EDT. News of the recruiting firm's appointment minus the personal name of the lead recruiter was first reported earlier today at http://www.wsj.com/ -- http://online.wsj.com/article_email/SB125545433529782763-lMyQjAxMDI5NTE1MzQxNTM0Wj.html

This decision signals deep local ties between two power brokers while underscoring the emergence of Chicago as an epicenter of influence in national political and business affairs.

It also sends mixed signals on whether BofA will consider internal candidates for the CEO position following previous reports speculating on where the bank will turn for talent.

Tribbett is the Chicago-based, domestic co-head of the CEO and board practice for privately held Russell Reynolds. Prior to joining the firm in 1989, he was a partner with Abraham & Sons, a private investment management and brokerage firm in Chicago. Tribbett also served as a corporate securities attorney with the law firm of Skadden, Arps, Slate, Meagher & Flom. He currently serves on the boards of Northern Trust Bank, Chicago Symphony Orchestra and the Chicago Council of Global Affairs, an "independent non-partisan organization" representing a Who's Who of Chicago, including First Lady Michelle Obama who is listed as a lifetime director on the organization's web site.

In addition to his chairmanship at BofA, Massey serves on the board of Oak Brook, Ill.-based McDonalds and is a trustee at the University of Chicago. He also formerly served on the board of Delta Corp. and First Chicago Corp. after a series of executive positions in higher education. According to the Atlanta Journal & Constitution http://www.ajc.com/business/massey-s-final-bank-159534.html, Massey and his wife, Shirley, currently live near the University of Chicago and the Argonne National Laboratory where he served as director.

It's not entirely clear where Tribbett will look to fill the CEO position of the nation's largest bank based in Charlotte, N.C. But one thing is clear: A closely related web of board and civic relationships between Tribbett and Massey will strongly inform who ultimately fills the position. Always has, always will.

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BofA: Will grits remain thicker than water?

So week two drags on with the Bank of America Corp. (BofA) governance mess. The bank and its board remain under attack from every conceivable angle, leading to snap decisions such as on/off the shelf "emergency CEOs" that few understand much less believe to be part of a real solution. Mainstream media continue to speculate on the horse race or who will fill the role vs. what is needed to right the course.

Until someone steps up and actually says, "Stop, wait a minute! We're headed in the wrong direction," nothing is going to change. Which unfortunately means, for viewers of similar movies, nothing will change about this one's ending. Not even the credits.

Call it board leadership 101 failure for lack of better terminology. Nothing good happens when a gun is held at someone's head -- at least from a non-criminal point of view.

This reactive vs. proactive stance points directly to a deeper set of questions that needs to be answered before going any further in the CEO selection process.

Will BofA continue to be defined by an aggressive southern culture created by Hugh McColl and then leveraged by Ken Lewis? Is it time to turn the history page and step up as the nation's largest and most responsible bank in the post-collapse era? To borrow a witty phrase from a friend, will grits remain thicker than water?

None of the internal candidates publicly identified so far represent the bank's current culture yet BofA remains largely known by its Charlotte way of doing things. This fact leads to even more questions: Should the bank shutter its headquarter roots and move to New York where it can deal with regulators and other constituencies more directly? Will the new CEO have the external chops to deal with what's most important vs. urgent, or will the bank sink into the quagmire of a quasi-governmental agency?

No one, including board chairman Walter Massey, has stepped up to demonstrate a firm grasp of these issues. Every move so far has been bureaucratic in nature and defensive considering what's at stake. Sending signals that it will likely turn to an inside hand to stir the grits is hardly bold action. Nor does it make much sense unless they're not serious about change, which is always a real possibility.

Heck, even the now defunct GM board delivered clearer signals when they were slipping toward bankruptcy. BofA remains solvent, profitable in some business lines yet severely leadership challenged at the top, which is generally where it counts the most. Meanwhile, competitors such as JP Morgan Chase and Citi are licking their chops.

Here's hoping BofA deals with its leadership issues in a manner befitting a large corporation. If they can't, then owners should be demanding better -- across the board.

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BofA: Let the horse race begin

Publisher's note: The following was first published today on BusinessWeek.com under their ManagementIQ blog heading. Find the direct link here http://www.businessweek.com/careers/managementiq/archives/2009/10/moment_of_truth.html. Or feel free to read on below.
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Whoever fills the CEO role, while sexy and headline grabbing, is not the most pressing need at the nation's largest bank. What's more important is how the BofA board decides to proceed with righting the bank's leadership course. This obviously includes the coveted prize, a new CEO, but to emphasize that decision at the expense of other more important matters represents bad governance. It also underlines the misguided longly held belief that great talent will solve everything.

Following are several steps that the bank's board should be considering if they're not already:

1. Replace the Chairman. Board Chairman Walter Massey is now inextricably linked to the former regime as a result of ongoing litigation, government investigation and personal relationship. This is a perceptual non-starter. It also represents a serious first challenge for the board to answer. Massey's tenure has been brief and was given rise to a previous crisis wave when investors forced Ken Lewis to sacrifice the Chairman title. The law of unintended consequences has been cruel here so far. Whether Massey can help right the course when he himself is under attack should be the board's first order of business.

2. Find a way forward, or out, of the regulatory and judicial jungle. New CEO or no new CEO, BofA needs to move expeditiously with trying to reach settlements across the board on all current legal matters. This may sound too ideal or pie in the sky. But even a better faith effort would send a stronger signal. Within this effort also lies a key competency for a new CEO. At least three quarters of the current leadership mandate is making sure the cloud that currently engulfs the bank is lifted.

3.) Consult Jamie Dimon at JP Morgan Chase. This step is more search-driven than strategic, but it's a practical step that only the truly hubris free will consider. Dimon has led an extremely successful, similar sized operation during a similar period of upheaval. No one else has the same knowledge or experience to deal with what faces BofA. To not consult Dimon on who he thinks would be a gross oversight. You can be assured of at least one thing: Whichever high end recruiter gets the assignment will take this step while simultaneously trying to woo talent away from underneath Dimon's nose.

This isn't about wasting a crisis or trying to bring Superman to lead the nation's largest bank. It's about doing what's right in the wake of months of misdeeds and leadership inertia.

If there is a silver lining, it's the fact that BofA's business appears to be on better footing than a year ago when the system collapsed. Yet unfortunately in this case that also speaks to a bank's greatest self perceived advantage: Time. Time to recover. Time to take more government money. Time to see assets come back. The more time a bank has, the longer it can live. Vice versa, the longer it can continue to do nothing and watch its once vaulted status nose dive into the abyss. Any of the major banks that neglects this consumer reality does so at their peril.

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BofA Chairman forms search committee

Bank of America Corp. (BofA) Chairman Walter Massey has formed a search committee to find a new CEO to replace Ken Lewis, according to people familiar with the situation.

Two executive search firms, Spencer Stuart and Heidrick & Struggles, reportedly are in the running to present qualifications to the committee. Spencer Stuart has been working with BofA on board selection matters since earlier this year. Heidrick & Struggles has assisted the bank with management selection and recruiting senior-level managers over the course of the past decade.

BofA has added nine new board members in 2009, replacing former directors such as lead chair Temple Sloan and (Ret.) Gen. Tommy Franks with new members, including Dupont Chairman Charles Holliday who was named last month and four other directors who were named in June. This follows the addition of three new Merrill directors who joined the board in January. The bank also recently hired former Citi executive Sallie Krawcheck to run its global wealth management and advisory business while also consolidating several other senior roles in the bank's global consumer and investment units. Whether Krawcheck will be considered as an internal candidate to replace Lewis as CEO remains unclear.

The bank has no official CEO succession plan in place, nor does it have a contingency plan should current management face indictment as a result of ongoing litigation. Both Lewis and Massey have been subpoenaed in an ongoing investigation into the Merrill Lynch acquisition by New York Attorney General Andrew Cuomo. They also have been named as individual parties in an Ohio lawsuit, which seeks damages resulting from alleged misrepresentation of shareholder interests.

The combination of disarray at the highest governance levels, addition of nine new board members in a single year and the perceived taint hanging over the current day-to-day regime strongly suggests that BofA will turn outside the bank to find new leadership.

Whether that translates into a short-term or long-term CEO remains open to speculation until an interested and qualified candidate surfaces. Such a candidate will be expected to meet the strong approval of both the bank's overhauled board, key investors such as former Chairman and CEO Hugh McColl and the federal government.

BofA's two clearest options to fill the CEO post include:
1.) Bill Winters, former co-head of JP Morgan Chase's investment bank. Winters left Chase earlier this week following an executive shake-up. Winters played a pivotal role in the bank's success and had a birds-eye view of how his widely respected boss, Jamie Dimon, led during a similar period of upheaval. For a good summary, see http://blogs.harvardbusiness.org/cs/2009/10/what_the_jpmorgan_chase_shakeu.html. Dare we suggest Dimon himself to rescue the country's largest bank? According to the attached piece, his chief regret seems to be not serving his country. Ah yes, life is good at the top.

2.) Naming one of the current new "insider/outsider" board members as CEO. Spencer Stuart followed the same model at Delta when Richard Anderson was named CEO after joining the board prior to becoming the airline's top executive. This practice has grown increasingly common for boards and companies facing turmoil. Success depends largely on transparency and how relationships on the board coalesce around a chosen leader.

# # #

ATL's non-teachable moment

Here's the latest POV from one blogger to another: http://saportareport.com/blog/?p=1748.

It continues to amaze how little behaviors change despite all the rhetoric, all the time on the subject of change. Atlanta and its ways are no exception. For such an easy place to live in, it almost does so in spite of itself.

# # #

"It was never about him"

Safe to say you won't find a more moving tribute to a friend than what Vice President Joe Biden conveyed earlier today on the passing of Sen. Edward Kennedy. Say what you will about our political process. Just don't confuse the messenger with the message when it comes to tributes. What Vice President Biden conveyed today on the passing of Sen. Edward Kennedy should be instructional for leaders of every shape, size or persuasion. For more on this moving moment, go to http://www.huffingtonpost.com/2009/08/26/bidens-emotional-kennedy_n_269331.html.

Insidious trend

So let's say you're a former CEO who moves into private equity. Before doing so, you help run a major company into the ground by leveraging up via acquisition when that same company needed to be paring down costs and changing its processes. Granted you did cut costs when losses started to mount. But that was only after the fact when you had no real choice.

Fast forward a few years later. You're still hanging out in private equity, tapping the rolodex for deals. Another major company from your homeland comes calling with a board seat. A few years later, you're made Chairman to calm things down after that same company goes through a major proxy fight.

Jacques Nasser, a.k.a. Jac the Knife, must be feeling pretty good right now. BHP Billiton, the Australian mining conglomerate, has just turned to the former Ford CEO to help sort out its future path. Here's the announcement: http://www.nytimes.com/2009/08/05/business/global/05mine.html?ref=business

Some might call this failing upward. Others might yawn and say "business as usual." A few might even have the courage to say, "eminently qualified for the job. Great leader," which is what Cerebrus basically said about Bob Nardelli in a recent statement after naming Nardelli to a key post following the Chyrsler bankruptcy.

This type of revolving door is an insidious trend that really needs have a door stop put in place. No failed CEO of a major company should go on to serve as Chairman of another major company. Period. End of story.

Note: BHP told the New York Times that they consulted with Heidrick & Struggles on the selection of Nasser and KMPG on a secret ballot distributed among board members.

Next thing you know boards will be playing duck, duck goose to ratify these types of decisions.

# # #

Red rover, red rover, send Sallie over

(Editor's note: This column only represents the author's views, which are blogging by nature. Tinges of sarcasm are subject to safe harbor statement protection and do not intend to offend or misinform.)

In a largely unexpected move underscoring significant change, Bank of America (BofA) today appointed former Citi CFO and practice head Sallie Krawcheck as the bank's new leader in charge of global wealth and investment management.

Observers and compensation experts alike were seen quietly listening along the New York to Charlotte corridor for the original red rover request, which could be heard sometime this morning between BofA CEO Ken Lewis and Citi CEO Vikram Pandit.

This move certifies the power of failing up in an industry that's been flailing since well before last year's market collapse.

Krawcheck will join a senior team that now includes at least three bona fide candidates to replace CEO Ken Lewis when he's ready to go -- or when the board decides it's time for him to go.

There is no reported timetable for either option, although Lewis has hinted in previous interviews that it's not exactly a great job at the moment. Neither Lewis nor BofA board Chairman Walter Massey were available for comment, according to their personal bartenders.

Chairman Massey continues to move swiftly and deftly with mixing up the board's composition at the behest of the Obama administration. How he's able to do so without the official help of any of the major executive search firms defies human reason.

The only real question left behind this high-level talent mix-up is what role did the government play in approving the selection of Krawcheck? What exactly was required to get this plum assignment -- performance in previous positions? Extensive industry experience? Long lost uncle related to Obama or Geithner?

Most importantly...What will Krawcheck earn in her new position compared with what she received at Citi? Bonus watchers at both leading financial institutions will be waiting patiently for the answer.

The appointment of Krawcheck to head what's left of Merrill Lynch also unofficially signifies an internal horse race for top job at BofA. While it remains unclear who will ultimately get the CEO position, one thing is abundantly clear: The race will not produce anything dramatically different than what's been seen thus far.

Meanwhile, in other news, AIG has appointed a former MetLife CEO to replace the insurer's outgoing CEO, Edward Liddy, who used to run AllState. And Apple has decided that it's time for Eric Schmidt, CEO of Google, to step off the Cupertino, Calif.-based company's board. Liddy is rumored to be Schmidt's replacement, but the TGR could not confirm this to be true as of press time. Something about iPods not working in the board room.

Ah yes, the more things change, the more they stay the same. Captain Weill, more yacht steam -- it's time to return to port.

# # #

Obama's missed mandate

Government meddling with business ranks as the worst idea of the Great Recession (GR), according to a unscientific poll taken this month by the TGR. More specifically -- what the Obama administration has done and has proposed to do. And yes, that includes health care reform despite widespread agreement that something has to be done.

At the top of the worst list was the government's takeover of GM and Chrysler. A close second was anything to do with executive pay, ranging from restrictions to the appointment of a compensation czar.

On the side of best ideas, respondents seem to think the recession was having a positive impact on families and friends re-discovering what's important in their lives. That's a highly personal barometer, however, and not an easy one to quantify.

Here's where the TGR comes down on the best and worst of the GR. While we tend to side with advocates who believe government can't fix everything, what's more disheartening is watching a new administration flub its leadership mandate.

Obama was elected to reverse course on the Bush era and to change government so it can work more effectively without bankrupting the country. He was not elected to lay regulation upon more regulation or to hand-off major challenges to a Congress filled with mostly selfish special interest morons who think reading their own legislative bills is unnecessary. See the following exhibit if you haven't already: http://www.youtube.com/watch?v=ACbwND52rrw

Anyone who says Obama was forced to do things this way or this is what he intended to do all along doesn't grasp leadership. Let's go back and trace a couple key inflection points that help explain the current situation.

When the Obama administration started filling its ranks late last year with the "best and brightest" who have already served in government, that's when the mandate began to be missed. Not now when the going has gotten tough.

Way back before the current debate on health care was TARP, which now represents a Bush holdover. Then came the stimulus package, which no one who lives outside the bubble can defend as short-term financial stimulus. Much needed aid for the unemployed, yes. But help to small business, no. Fact: Only 10 percent of the approved funding will be spent this year.

By nearly every measure it was politics as usual during a time when something different was desperately needed. It's impossible now to ask for shared sacrifice, especially when major corporate CEOs perceive they can get what they want without having to pay a dime. Don't even bother on Cap and Trade, another legislative special interest boondoggle that appeared on the worst side of the GR ledger more than once.

Why didn't Obama and his capable insider hand, Treasury Sec. Tim Geithner, move more aggressively to end special favors emanating from TARP? Why are we continuing to handout public money to AIG? Why haven't the major banks been forced to disclose how much toxic asset remains on their balance sheets?

These are the tough questions that one seems to be asking -- much less answering from within the complex. Which isn't all that surprising seeing that it's occupied with revolving door members of previous administrations. Here's our view from last November when the crisis was in full force: http://povblogger.blogspot.com/2008/11/sailing-against-headwinds.html.

This is not a partisan message, nor is it an anti-Obama crusade. We want the guy to succeed in every way possible. Until more elected leaders share an interest in reforming government and its system and processes, then we're going to keep getting the same thing.

To those whom elected Barack Obama in droves, what do you think about how he's doing? Do you find that the same guy who ran for office is now serving as President? Trace those lines and feel free to comment when you get a chance.

The parallel in the corporate world is how CEOs jockey all their professional lives for the top job only to find that what they aspired to is far different than what they understood coming into the job.

Good news is there's still plenty of time to get the mandate right. Great leaders learn and adjust. We'll be watching Pennsylvania Ave. for signs that the nation's chief is making changes. And for those who say, "give the guy a break, it's only been six months," we say...You're right, but time is relative. When the mandate is misunderstood or missed, then everything else tends to follow suit.

# # #

Weather Channel picks non-TVer as CEO

So one of Atlanta's hottest brands, okay, formerly hot media properties, The Weather Channel, has settled on a TV industry outsider as their new CEO.

According to the New York Times, http://www.nytimes.com/2009/07/21/business/media/21weather.html?_r=1&ref=business, former venture capital advisor and publisher Michael J. Kelly will now serve in the company's top leadership role.

Interesting choice for several reasons:
1.) Kelly has no real network or cable TV experience, which strongly suggests that The Weather Channel will now fully embrace status as an on-line brand vs. TV channel. How that impacts their advertiser-based business model will be worth watching. It's a lot harder to make money on-line than it is charging ad rates the old fashioned way.
2.) The split in partnership between two private equity firms and NBC Universal means everything from this decision to how the channel operates likely will be done via watered down consensus. This is a far cry from independent status when the brand became an icon for "weather weenies" far and wide.
3.) Speaking of watered down, the perception of Kelly as a back-up selection to their primary choice means the new CEO will have to move quickly with a new stamp on what's already under way. The company has had several rounds of official and unofficial layoffs, the first in their history. How new leadership manages to inject life into this brand will make or break its future. Oh, and an economic turnaround to boost ad sales might help, too.

# # #

Ketchup kings and CEO comp.

You have to hand it to Goldman Sachs. They made "money the old fashioned way" and the new way. Good for them.

Standard corporations, however, continue to offer a different shade to the much maligned public issue otherwise known as CEO pay. Latest example that has a personal twist (shareholder since 2005): Heinz Chairman, President and CEO W.R. Johnson.

By all standard measures, Heinz has become a well oiled consumer products machine, thanks in part to accountability from outside investors. Mainly the hedge fund trader, Nelson Peltz, who currently serves on the company's board of directors and led a charge to shake things up a couple years ago. Revenues have been steady and net income has shown small incremental increases over the past several years. Both marks are commendable during a worldwide consumer recession.

The picture gets a little murkier when CEO pay enters the frame. Granted it takes digging a little to see the hues. According to the company's annual proxy statement, the board of directors raised total CEO compensation by $10 million between 2007 and 2008. Salary and bonus amounts increased only slightly. The bump was more in the deferred and long-term performance awards category (latter is a new column as of 2008.) Total value of CEO compensation was nearly $15 million in 2007. By 2009, the total comp. number had grown to approximately $24,398,056.

Money is money these days, and the large increase begs a few questions. Mainly is Johnson worth more than the next highest ranking executive by a 5:1 ratio? The CFO receives a little more than $4 million a year. For a company that lists "make talent an advantage" as a core corporate goal in 2009, such imbalance in compensation in the executive suite does not bode well for attracting other top performers.

Defenders of large pay packages love to wax about "peer-to-peer performance," but all that does is put CEOs in a higher class than other company officers, most of whom are more actively involved in the day-to-day operations of the company.

The more obvious Great Recessionary question: If you're a CEO of a major company and oversee an operation that stays out of the red, does that mean you should get a significant bump in total comp. simply for survival? Is not losing money the new success incentive measure?

Next thing you know boards and CEOs will be arguing for Darwinian clauses. In Heinz' case, if you can't sell more ketchup in the current dollar menu business environment, then when will you be able to?

It seems like a new set of pay incentive rules are being drawn every day. Here's hoping the set won't include more imbalances such as what the Heinz exhibit shows.

# # #

How much does Henry Kravis get?

Talk about a complex story reported completely different ways. What's a poor blogger to do?

The Wall Street Journal (WSJ) has buried their original Money and Investing cover piece, "KKR Stock is Coming, via Europe" on http://www.wsj.com/ -- to the point where it appears they're intentionally trying to de-emphasize the original story even if that's not true. Here's their version (requires subscription to access: Check that. The story link is GONE, as in off the list.) Strange days in new vs. old media land. It must be a really busy business news day.

The New York Times, meanwhile, has a more "so what" take -- http://www.nytimes.com/2009/06/25/business/25kkr.html?ref=business.

Getting to the point...The Times reports that KKR execs. will get "40 percent of carried interest" after a merger between a European-based subsidiary that they already own an interest in along with investors. Then, according to the WSJ, they're going to seek another listing on the New York Stock Exchange (NYSE) after abandoning a previous attempt to list on the NYSE last year. Bottom line: They're doing a Euro end around to access much needed public capital. For exactly what remains a bit unclear.

The only detail that really matters here is what KKR's Founding Partner, Henry Kravis, expects to take home and why? While the latter may be obvious these days, the road to this complex deal is anything but simple.

It continues to amaze how little details such as how much individuals receive don't factor into the equation. Sometimes it's obviously not clear until a public filing, which in this case might help shed light. But in the larger picture, it's almost as if they're all so larger than life, when in reality, they're less mortal now than ever before. Even Henry Kravis, the self appointed king of private equity.

# # #

In the nick of time

It's about time someone at a local leadership level woke up and did something in the public's interest.

DeKalb County CEO Burrell Ellis has asked the county's development authority to delay a decision that would have rewarded $52 million in tax abatement to an out-of-town developer trying to finish the next great mixed used park in northeast Atlanta. See the AJC's coverage by Ty Tagami at http://www.ajc.com/metro/content/metro/dekalb/stories/2009/06/18/sembler_0619_web1.html

While the final outcome remains up in the air, Ellis' leadership is a refreshing attempt even though it came late in the game. The system remains highly out of step. It's also a classic case study in how metro Atlanta's politico-business complex has been slow adapting to change in the new economic environment. Here's a run-down:

1.) Effective governance remains locked in a time machine with no sign of reform whatsoever. Members of DeKalb's development authority are appointed by the governor. In this situation, that means the authority could have voted to reward millions of dollars in tax abatement without a single locally elected official being held to a vote. What's the significance? The system gets gamed with personal preference, and without responsible watchdogs, it's impossible to hold anyone accountable.

2.) DeKalb's Development Authority (DDA) comprises a board of political appointees, not a robust slate of directors pushing for change. See for yourself at http://www.decidedekalb.com/site/authority/authorityLanding.html. The board chairman and vice chair have zero development experience in their background -- what makes them qualified to serve on a development authority?

3.) Old economic impact projection models no longer apply, or at least not in the current climate. When the economy is in tank, new expansive projects simply sap money from existing businesses. Standard projections about jobs and what the businesses will generate in economic impact don't take into account what is sucked away from other local companies feeding the tax base. Granted in some cases, properly managed projects can revitalize and strengthen local communities, assuming an open market. But what's unfolded doesn't qualify.

Don't misinterpret the message. We all want robust businesses willing to relocate and hire local workers -- especially when the state's unemployment rate is at a record high. But that doesn't mean those businesses should get handouts or 100 percent tax relief for doing so. Particularly not now when so much public money is being allocated that it's difficult to tell where it's going and what it's actually paying for.

Here's an idea to help reach compromise on the Sembler project. Why not ask for a revenue matching program? For every dollar generated by the project's development, $.25 or $.50 would go to specific teaching materials or after school programs for K-12 children in the DeKalb County schools.

The politicians will explain that away as impossible or not workable in the current system, to which someone needs to say, why not? If there ever was a time to demonstrate public leadership with money, then the time is now.

# # #

Au contraire, Mr. Rattner

Tuesday's selection of Edward E. Whitacre, Jr. to be Chairman of the "new GM" is starting to make a little more sense after reading today's story http://www.nytimes.com/2009/06/11/business/11auto.html?_r=1&hp=&adxnnl=1&adxnnlx=1244728921-+2dCjpiPUSmxex6n6dmDWQ by Michelle Maynard at The New York Times.

Auto Czar Steve Rattner was behind the decision to appoint Whitacre, according to the Times. Which still begs the question: Why do you need a search firm to find him? But that's beside the point.

In reference to changing GM's insular culture, Mr. Rattner says, “It’s not uncomplicated...We hope and believe that it can take place.”

If 'not uncomplicated' means lacking complexity, then this guy is all wrong. Changing GM's culture will require changing behavior, which can be complex and extremely difficult to do. Especially when the old guard remains in place calling the shots with a Chairman of the Board who has no real turnaround or expertise dealing with contemporary change.

This situation is shaping up to be a real albatross from every conceivable point of view. Sooner everyone wakes up and snaps to, the better.

Oh, and while that hopefully happens, someone please put a temporary halt to those slick ads, which should not run until re-emergence from bankruptcy. The last part of the TV spot even references "going back to Chapter One." What a bad choice of words. Guys, you're in Chapter 11 right now in case no one noticed. It's now impossible now to go back to first base.

# # #

Incredibly good take -- wish it were ours

http://www.businessweek.com/print/managing/content/jun2009/ca2009065_772331.htm

I don't normally fully endorse other POVs, but this fellow consultant is really on to something here. Those holding senior-level management and leadership positions would be well versed to read AND apply these points.

Big search firms live on -- for now

Love 'em or hate 'em, the large retained executive recruiting firms remain standing. Two in particular, Spencer Stuart and Heidrick & Struggles, are active at the highest levels, making daily headlines with General Motors (GM), AIG and Freddie Mac.

Spencer Stuart is remaking the GM board after the company named Edward J. Whitacre, Jr. chairman. See yesterday's post for our POV on this latest installment. http://povblogger.blogspot.com/2009/06/stuck-in-time-machine.html Summary: The more things change, the more they stay the same. Not to mention: Why do they need a search firm to find Ed Whitacre? Guess the answer is because the government told them to.

The latest flurry of high profile activity doesn't mean search firms are immune from change -- or that everything will remain in current form. Far from it. Every major search firm active in North America, with the exception of Egon Zehnder, has been forced to cut staff to the bone. Even the top privately held firms, which love to talk about the advantages of not being public, have whacked away forcibly within their ranks. Russell Reynolds reportedly has experienced four cutbacks during the past 18 months, while Spencer Stuart has cut staff for the second time since 2001.

What's leading the contraction? Well, for starters, the loss of good paying jobs at every level. Unlike the previous two recessions, this one has spared few levels except for CEOs, which (shock!) are the buyers who along with their boards generally hire search firms. Regrettably losses have not ratcheted down all the blah-blah about "talent war" and "shortage of qualified workers."

What the downward spiral has brought to the surface are a couple realities, which will either be dealt with or held in contempt at the firms' peril. First, the most sacred cow: How big firms are paid by clients. Pricing is getting whacked like a pinata. Anecdotal evidence suggests the traditional payment structure -- retained fees/expenses or one third of placement's first year salary -- will be revised as a result of the current recession. Some industries, such as private equity, have already forced their own variation. Other client buyers are asking that the final payment be paid upon delivery of a hired hand. At least one middle market search firm, CTPartners, is doing executive-level work for a flat fee and then asking for more business when the market turns.

The second reality is search as a traditional practice has grown dated by not innovating quickly enough to keep up with what's going on in the marketplace. Companies can't afford to get the leadership vs. management question wrong so they're turning more inward to more controllable practices, such as succession planning and development. Effective succession, such as what unfolded at P&G this week, doesn't require putting out a search. Then there's the simple reality that many inside companies don't have enough to do so they're handling recruiting themselves. Or the chosen few, such as GM, that require political cover.

The large publicly held search firms are currently caught in these crosswinds and have invested in two models, search and advisory. They'll tell you the businesses are complementary. But that's like saying you're a dentist and doctor, too. Talk to some big firm consultants and they'll tell you they don't even know what advisory services are offered by their own firm. Until the marketplace embraces one more than the other, then the muddle will remain.

Final thought: Only about 10 percent of the wider business public knows what executive search is. Even fewer fully understand "advisory," present company included. That leaves at least 90 percent left to offer up conjecture on something that they don't know anything about. What others do get are high profile brand names working in tumultuous situations. It's difficult to see that dynamic changing as long as Fortune 100 companies and their executives remain in existence. Unfortunately, or fortunately depending on market position, equally difficult to tell is what the major search firms will look like when the recession is over.

# # #

Addendum: If you haven't seen the following gem on dealings between Whitney Group LLC and Hunt Scanlon, then you may want to: http://www.recruitingentrepreneur.com/2009-FEB.pdf. Not sure about the source, but at the very least, issue begs for an industry re-examination.

Stuck in a time machine

Is is it just us, or do Fortune 50 board-level matters feel stuck in a time machine?

Pick your exhibit: The so called Chairman of change at the new General Motors (GM), Bank of America (BofA) recently hired slate of directors or the proverbial AIG mix and match. Each has their own set of challenges. Yet all are united in one common governmental vision. It's time to cover our eyes and ears 'cause the governance horror flick is starting to make "Friday the 13th" look like a G-rated movie.

GM takes the cake with the hiring of former AT&T/SBC/Southwestern Bell CEO Edward E. Whitacre, Jr., a 67-year-old telecom cowboy of the tallest order. A person familiar with Whitacre used to regale us with first-hand stories dealing with 'ole Ed. Fear, intimidation and control were his management tools of choice -- no need to go there on evaluating his leadership style. This is the same man who didn't use email or a computer until his final years at the helm of the nation's largest telecom company. Whitacre evidently called called weekly executive meetings near his ranch in San Antonio every Monday morning. Executives had to show in person instead of calling in like they do in every other 21st century company. "Better to get everyone together, all in one place so I can tell them what to do," was the mantra; doing things his way or finding the highway was the other. To say Whitacre represents a different way to lead in a newly reorganized environment would be like saying former Vice President Dick Cheney personifies peace and love in a post-Islamic state.

But that's all water under the bridge. Now Chairman Cowboy can take on the New GM vision and everything else that comes with that bankrupt house of cards. Amazing. Just when you thought the page could be turned, it gets torn out of the book under the auspices of gray hair, experience and stability. Which, by the way, is what did in GM. But that's another story. Whitacre gets high marks in at least one required area: Dealing with government regulators, which he did so deftly there were often questions of who was regulating whom.

Here's a new suggested slogan for the Obama administration, which obviously signed off on this latest cutting edge decision. "Change We Can Believe In" should be renamed, "Change: It never happens in North America." At least not in the board rooms.

Where's Jon Stewart and Stephen Colbert to provide parody when we need them?

# # #

Time to stir on BofA

So the nation's largest bank, Bank of America Corp. has finally made board-level change after being forced to by governmental gunpoint. Miracles never cease. Lead director Temple Sloan is out after 16 years of service. On a slow news Friday during a holiday week no less. For a guy with no real bearings in headquarters, Chairman Walter Massey is moving fast now. Look for a new director slate to emerge along AIG lines, or former industry chieftains representing lots of gray hair. Whether that will lead to actual change beyond the surface remains to be seen. Government is doing the bank's bidding. It's difficult to find anyone still in business who thinks that's a good idea or is willing to admit so publicly. But that's where we are -- for now.

# # #

Take this jet and shove it

So we're based in Atlanta but have to receive something called the PE Week Wire to keep up with what's going on locally at The Weather Channel. Amazing. Here's the latest installment on CEO largess: http://www.nypost.com/seven/05062009/business/wrong_forecast_167802.htm?dlbk

Someone at NBC, preferably in a leadership not pencil headed management role, needs to step up and straighten out this broken process. Since buying the Weather Channel with a private equity consortium, the National Broadcasting Corporation has left their newest portfolio gem high and dry without effective leadership. First a long-timer named Deborah Wilson moved out while handing the job to interim help. Now they can't decide who should be CEO. The gap is beginning to show. From things as simple as lacking live storm coverage and programming to things as complex as leading through the toughest business climate in history, TWC has demonstrated all the signs of a rudderless ship.

Now some greedy former network hand wants to cover private flying privileges as a pre-requisite for the top job. Can we say completely out of touch? Where's the board, or better yet, is there a board to hold management accountable? Worse yet, why wasn't this story reported locally by the daily newspaper otherwise known as the Atlanta Journal & Constitution? Oh, that's right. They've re-designed and folded business coverage into another section -- not to mentioned launched a sexy new ad campaign. Wish we could say that's going to lead to more vigilance on shenanigans like what's been laid out here.

# # #

Back to sleep

So Bank of America has stripped the Chairman title from CEO Ken Lewis. What an important news cycle story that means...very little. If they really wanted change, then they would have named Lewis chairman and appointed someone new as CEO. There's real default going on here, and as the TGR posted on Monday, it's getting stranger by the day. Newly appointed Chairman and long-time board member Walter Massey isn't a change agent by any measure. They've retained lead director Temple Sloan -- at least for now. Until investor Hugh McColl pipes up with something different then this one remains officially on snooze. Keep hitting the button, folks. It's not worth keeping our eyes open.

Lewis, meanwhile, continues to take actions and speak publicly as if he's the bank's most valuable employee. Here's the latest gem (Wall Street Journal, April 30th): Referring to the deal with Merrill, Mr. Lewis said, "My decision and the board's to go ahead with the merger was not about a selfish desire to keep our jobs," adding, "Every member of this board, including me, would be all right if we had to leave the company."

Someone needs to shake a few screws loose and remind him that he represents the bank's owners and customers. There's a big difference between punching the clock all your life inside an institution and acting in its best interests. But the difference seems lost on CEO ears right now.

# # #

The Public's Bank of America?

Complete insanity is nearing on the subject of the nation's largest bank, Bank of America Corp., and its merger with Merrill Lynch. While Rome continues to burn, we're treated to endless coverage about whether Chairman and CEO Ken Lewis should be canned when the real question should be: Will the combination of Merrill Lynch with BofA produce any combined business value minus the recent earnings Merrill generated on its own? We know it's produced losses in the billions, but realistically, is there any reason why this dysfunctional marriage should last through the honeymoon period?

Answers seem either too obvious to report or foregone to matter. Here are a few reasons why the marriage shouldn't last. Sooner investors and owners (yes, that means you, too, Mr. TreasuryFed) agree on a separation, the better.

1.) Permanently disparate cultures whose rift has only widened to ravine-like status. For crying out loud, when two companies lie to themselves, much less each other, isn't that a good sign they're not supposed to be combined? We won't even go there on bonuses or compensation structure and the lack of required change to address this issue from the outset. The government needs to step up here and finish its own dirty work. If Merrill can't stand on its own then let it fail. Life goes on. Here's a memo to Ken Lewis highlighting the cultural point, which was published late last year: http://povblogger.blogspot.com/2008/09/memo-to-ken-lewis_16.html.

2.) Zero leadership. According to first-hand accounts, Lewis took one for the country by agreeing to the Merrill Lynch deal. Why he didn't fess up to investors sooner will have to be vetted through regulatory and legal channels, which rarely if ever produce a clear, honest answer. The fact that the agency that regulates the SEC said you can't discuss anything publicly must have weighed heavily in the decision. Yet even taking this into account while holding the opposite view -- Lewis didn't want to do the deal but was forced to by the government -- doesn't hold up to his fiduciary responsibility as Chairman and CEO to the board. Particularly not after gobbling up Countrywide. Lewis' primary responsibility is to the owners and customers of Bank of America, not the country's financial system. We won't even attempt to counter-balance this latest string with the forced hand on TARP money. It simply can't all wash one way in the end. And if it does then it's time to rename the company, "The Public's Bank of America."

3.) Anyone seen the BofA board? Investors want Temple Sloan's head when they should be more concerned with abolishing the lead director structure and retaining the Chairman's role with someone who can actually help lead the ship. Lead directors are another monikor for empty suits, especially in situations such as this one when the CEO and Chairman holds such discriminate power. When the structure is wrong, the whole thing is wrong -- no white knight of world leading talent can provide a fix. Not even (Ret.) Army General Tommy Franks (pictured to the left, courtesy of http://www.tommyfranks.com/) who sits on the board with other mere mortals: http://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-govboard.

Finally, who would have thought that a merger between Wells Fargo and Wachovia would turn out better than a combination of BofA and Merrill Lynch? Strange days, indeed. Stay tuned. It's about to get a lot stranger.

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Make that Four Boards to watch in full

In early January, we listed five boards to watch in full. See post: http://povblogger.blogspot.com/2009/01/5-boards-to-watch-in-full.html

Now that one of them, GM, has been involuntarily forced to replace their CEO, we're down to four.

When and where will the next shoe drop? Stay tuned. While currently flat, high profile turnover will increase in the months ahead. If it doesn't, well then we're looking at newer heights to the status quo. Or lows, depending on your point of view.

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Undeniable truth

Following is reprinted from our client newsletter, "The Pointe." Based on the high direct response rate, we're posting a copy to share more widely. Thanks for continuing to read, JG.

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Lost within the AIG bonus and big banking mess lies an undeniable truth. You can't dictate proper behavior.

Rules don't create an incentive to do things. Penalties provide a deterrent but only when enforced, which hasn't been the case for a while now. Rules or laws create boundaries, which lead to limits, which have been extended now more than ever by a system that many believe to be gamed to benefit the rich and powerful. When those limits cross the highly discretionary line of good vs. bad, well, you get outrage -- followed by dust-ups -- followed by settling -- followed by more of the same with the cycle repeating over and over.

More often than not, rules create a set of unintended consequences that fall so far outside the lines that we're left scratching our heads as to why. Enter the highly charged pinata issue called executive pay. Whether it's a deified CEO or his/her underlings, outrage over excessive compensation has no limit. Yet every time the government offers up a new rule or reform, you can almost see bands of brothers heading underground to devise new ways around the rules.

Compounding this situation are so called leaders who feel the need to impose their will on others vs. doing the hard work that they should be doing: Aligning beliefs and values of diverse constituencies to create better modes of behavior. We could throw the whole lot of politicians and their appointees in this pool and try to drown them, but that seems a little over the top. They think more laws and regulations are the fix when history shows that approach rarely works. Dov Seidman, author of "How", sums it up this way: "Laws tell you what you can do. Values inspire in you what you should do."

Back to Earth, or Main Street. It's a leadership responsibility to model proper behavior within our companies and organizations. Simple enough, right? Well, not exactly. But it's generally where the buck starts and stops -- not whether another policy can be jammed down people's throats.

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Revamp to Nowhere

So Citigroup is revamping its board under the direction of change agent, Chairman Richard Parsons. Yawn. Stretch. Rub those eyes.

Here's our slate of nominees, which we thoroughly researched and arrived at after careful contemplation. Or as much as Spencer Stuart will likely do over the next six months while they collect a handsome fee talking to the same old recycled hands. In fairness to Spencer Stuart, any of the other old line firms would be handling the search in the same way.

We don't the buy the idea that no one will want to serve on this board despite the potential pitfalls. Mainly due to what a Search master always says, "we never have trouble finding candidates for major CEO and board positions."

Paula Rosput Reynolds -- Fresh off her AIG and Delta stints, there is no one more primed and ready for for more board responsibility when it comes to potential turnarounds, sales and/or bankruptcies.
Bob Nardelli -- Proven bag carrier for private equity, strong operations experience and can ask for the loan/sale, a competency which Citi's board will need. And while he's a sitting CEO, Nardelli isn't exactly leading explosive growth right now so he should have plenty of time to lend expertise to a national cause.
Jeffrey Immelt -- Why not? After overseeing GE Capital's debacle, he ought to know how to avoid future mine fields. For those who say he has hands full right now, well, not for long if that stock continues its decline into value meal territory.
Pete Correll -- Last great company CEO to take a large operation private without losing their shirt (Georgia-Pacific Corp. sold to Koch Industries in 2006)
Ken Chenault -- Primed and ready after steering the ship quietly away from ice bergs at American Express, a proven financial services company. They're always Open, right?
Paul O'Neil -- former Treasury Secretary under George W. Bush and retired CEO of Alcoa. Government will need someone who knows all the pitfalls -- besides, it's time to throw the Republicans a bone in the spirit of partisanship.

Alternates: Assuming some members of the above slate aren't available, we also would like to suggest John Snow based on the svelte handling of the Cerebrus/Chrysler bailout and Dick Grasso for his expertise on lucrative pay packages awarded right under the nose of compensation committees.

Throw in a few of the previously publicly named suspects from the banking industry, and voila, you have a whole new slate ready to steer Citi back to...who knows. Either they're going away, will live to another day or be run as a quasi-private enterprise by the government. Here's what we do know: No one really knows. Or if they do, nobody is telling the public.

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Stop! Read before you resume.

There's a lot of conventional wisdom swirling around in the career management category. Which means it's time to insert a dose of reality -- no matter how awful the market may be. We'll be the first to admit: We've probably unintentionally contributed to the situation. But that doesn't mean buying into the same old drumbeats. Here's more:

1.) Dump the career aspiration blah-blah and focus on The Job. What do you do really well that others may need right now -- sales, marketing, operations? If demand is low for what you do or have done, then consider retraining or more education. Careers and "work with passion" are great when the economy is growing but hold little sway when things are contracting. The only exception is when you've decided to become an entrepreneur. Then it's a whole different ball game. And it's not one to play just because nothing else in your job search is working.

2.) Suspend the how to tools, on-line resume builders and social media. On-line should only take about an hour or two each day max. Find the potential buyers (hint: they're human with voices and generally live closer than you think) then craft the proposition with their needs first, your competencies second. Find a way to create ongoing conversation. And no, the resume and cover letter don't always come first even though a majority cling to these tools like a security blanket.

3.) Differentiation doesn't always mean being different. It's more about bringing an advantage to bear that someone else has been unable to. Example: "Highly experienced attorney with 35 years experience" means very little when stacked against "Proven litigator specializing in Fortune 1000 employment law."

4.) Chances are you are not a brand and won't become one anytime soon even despite what the personal branding whizzes and certified strategists have to say. At the core, branding is about cutting through the clutter to identify why what you offer is valuable and then making sure whatever that is resonates with potential buyers. It doesn't depend on clippings and other self serving nonsense. The process is not the product either. We've seen our share of empty stares on this topic. Bottom line: We're not all bars of soap or laundry detergent. So get a move on. Risk being yourself.

5.) If You Inc. isn't your cup of tea, then become a teacher, government worker or hospital employee. No one in a business-driven environment should be incapable of standing on their own. Through a series of intended and unintended actions, we have created a system where lack of accountability rules the day. Layoffs rippling through the economy have claimed their share of performers. But the cuts also have claimed a few pretenders. And while it's painful in the short run, the adjustment makes us stronger in the long run. So the economists say. We'll stay tuned and report back on how this lullaby plays out.

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Live blogging: Banking bigs testify

So today is the day when the large bank heads face Congress. Here's hoping it's not the day the banking music died. While we're only in the introductory portion, did it ever occur to these guys that it's not all about them? More to the point, how the overall environment can be addressed and how their small piece fits into a larger picture? Mack is the only one that's shown any emotional intelligence so far. Pandit is the only one expressing a sense of urgency while acknowledging the public first, his bank second (cynics will say that's because he has the worst balance sheet to defend.) Pandit also is taking personal responsibility, which is a refreshing change. The rest have waxed on about themselves at the expense of providing any real solutions for where we go from here. That's not exactly leadership from the private sector, which is in desperately short supply. Set the self serving prepared texts aside, please. It's time to figure out how you and your banks find a solution -- preferably before government assumes more control than they already have.

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5-boards to watch in full

Recent firings kick off a new year of CEO turnover, which will trend higher in 2009.

What the high profile examples nearly always overlook is how these decisions are made and where they're made. How is debatable but usually boils down to an essential: trust and confidence, or lack thereof. Once a CEO loses this essential, he or she generally is fired. Where is at the board level, which remains a largely misunderstood world despite clamors for better governance that never really produce more transparency. We're not even going there on the ratings agencies.

To help illustrate these points further, we decided to pull out five major brand names from the Fortune 500: GM, GE, Apple, Dow Chemical and Home Depot. Here's a rundown:

GM (General Motors) remains the most obvious example mired in the mud. Either the company finds a way to make it through, or it's time to call it a Ch. 11 day and start over by shaking up the slate, starting with current CEO Rick Wagoner. Six months ago, the GM board led by retired Kodak Chairman George Fisher appeared a lot more transparent than they do now. Then again consider government bailouts and who currently fills the board: Six retired hands (counting former Coke CEO Neville Isdell who, note to web guru, turned over the day-to-day reins at Coke last year), nine "chairmen" (some count both ways) and two higher education figures, Erskine Bowles and Erroll Davis. Only two members are listed as active CEOs. Here's the line-up: http://www.gm.com/corporate/investor_information/corp_gov/board.jsp. Note: Board members Katen and Codina also serve on Home Depot's board.

GE (General Electric) is a classic representation of lost trust and confidence that hasn't found a place to land yet. Due to a host of complexities, current Chairman and CEO Jeffrey Immelt gets a long leash while the company attempts to right the course. Yes, the share price continues to lag and quarters have been blown. But worse than actual results has been an inability to convince investors that what is being done will ultimately reverse the trajectory. 2009 will be a make or break year for Immelt. Or else the GE handbooks on leadership and succession will need to be burned. They're a performance culture first. "Imagination at work" or whatever the latest branding says won't cut it unless the numbers improve. Plain and simple. Even the CNBC apologists can't change this reality. Following is GE's board of directors: http://www.ge.com/company/leadership/directors.html.Note: Avon CEO Andrea Jung serves on both GE and Apple boards.

It's a little better in iPod land from a performance point of view. But not necessarily at the board level. Apple has been forced out publicly recently with the hormone imbalance admission by Steve Jobs, which hardly quelled speculation that he will need to be replaced. For a board filled with high powered names such as Gore, Wexler, Jung and Schmidt, Apple's slate leaves a lot to be desired in the area of succession, which is arguably a board's first or second largest responsibility. Yes, we know Jobs is an icon and only he (or God) will decide his ultimate fate. But that doesn't negate a stronger need to show investors what the post-Jobs era will resemble. For every day that they obfuscate this issue, the board loses credibility and founder's syndrome takes deeper hold. Here's their latest attempt to quell speculation: http://www.apple.com/pr/library/2009/01/05bod.html.

Similar to Apple, Dow Chemical's leadership is making headlines these days via a bet the farm growth strategy during a time when everything is up in the air. Including what supposedly was going to be a cash infusion from a joint venture originating in Kuwait. This follows deep cuts to operations including headcount reduction and various plant closings late last year. Current Dow CEO Andrew Liveris has some explaining to do on the company's next conference call with investors. Look for the call script to be perfect, board support to remain steadfast and the company to then take a nose dive, assuming the strategy doesn't pay off. These also are the same guys, by the way, who had to stop an attempted power play among two subordinate executives, which tried to negotiate a merger without telling anyone. Current JP Morgan Chase CEO Jamie Dimon was reportedly in on those talks but gets a pass. At least for now. Last fall's credit crisis can only provide cover for so long. That was then, this is now. For a listing of Dow's slate, go to http://www.dow.com/corpgov/leader/board.htm.

Finally there's home improvement category killer, Home Depot, which finds itself in a tough, go it alone spot. They've cut costs, gotten a lot of credit (the goodwill variety) for doing so yet still face probably the worst market in company history. Current CEO Frank Blake receives unanimously high marks for his yeoman work managing the downturn. But he's not the guy to lead the next era of growth. The minute any bottom is found in housing and the company's financials improve, there will be clamor for a more growth oriented CEO. We may be a bit older by the time that happens but it will happen. Look for a new management regime either by year's end or when the market turns. Whichever comes first. This decision will not come easily nor publicly. Last year's departure of Ken Langone leaves a major influential void on the company's board. For a listing of current directors go to: http://ir.homedepot.com/directors.cfm. Directors Katen and Codina also serve on the GM board.

Note to Home Depot PR who may now be reading more closely: We have been consistent with this view since last year -- see http://povblogger.blogspot.com/2008/02/mr-non-fix-it.html. But thanks for checking in. We always welcome new readers.

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From the publisher: We apologize if any of these links "time out," creating inaccessible pages. Companies are starting to employ this tactic for reasons not worth elaborating upon here.

Sailing against headwinds

We've been told that we're contrarian. A good friend recently said: "As a contrarian, now is the time for you to sail against the headwinds." We couldn't agree more, assuming there's a strong outboard motor on board. Here are three sets of issues and corresponding views to consider:

1.) Change. President-elect Barack Obama epitomizes change by whom he is and what he has accomplished. We're personally in awe of the achievement but that doesn't mean we're sold on "change we can believe in" as a lasting message. Especially not when it looks as though he's going to staff key positions with a bunch of retreads from former administrations. Why no one has pointed out this reality speaks volumes about how much the status quo remains the status quo. Change trumps experience was the main literal takeaway from the election. The real question is whether political change will lead business, societal and generational change. And whether one individual representing a movement can marshal in new governmental systems and capabilities that actually work. Obviously it's going to take some time. We remain hopeful until proven otherwise. Things can only go up from here, right?

2.) TARP. For the acronym deficient, this stands for Troubled Assets Relief Program (TARP), which represents the largest infusion of government money into the banking system since...well, ever. Large banks lapped up the favorable terms like thirsty dogs, while smaller regional and community players are trying to figure out the pros and cons of program enrollment. Take the money and you're deemed desperate. Refuse the infusion and risk being branded as risky. Poor buggers. What a no win situation. Here's a common sense suggestion that seems lost in the debate: Turn the money down if you don't need it. Take it if you do. Then be prepared to explain your position in clear terms.

Look for the new administration and Congress to rework the bailout terms as they're already doing with AIG. So what if it takes some time. Get things right for a change (no pun intended.)

3.) Economy. The next CEO who uses the terminology, "not since the Great Depression," to describe current economic conditions will have to choose one of the following:
A.) Death by stoning in the public square
B.) Proving that he or she was alive and working during the Great Depression
C.) Called out publicly by the TGR
D.) Combination of the above

We would love to see some leadership on this issue, but unfortunately, true to form, CEOs and boards are hunkered down trying to figure out what comes next in their own little worlds. Free market believer says, "well, that's what they're supposed to do -- protect shareholder interests." The optimistic change agent says it's time to get beyond selfish interest and focus on answering need vs. fear-based protection of assets.

Back to "since the Great Depression" demagoguery for a closing minute. Consider the following fact that wasn't in place during the 1930s. Companies have a combined $1 trillion in cash on their balance sheets. Microsoft, for example, could run for three years without additional revenue. While that's not likely, it's a key statistic that has been grossly overlooked by the sound biters focused on saving companies that may not deserve to be saved.

Which side of these issues are you on? Leaders need to know or at least show a capacity for knowing. We could argue that if this were already the case then the recession would be shorter-lived. But that's not going to fly. For what should be obvious contrary reasons.

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A.I.G.: Code red governance disgrace

See what happens when a board of directors doesn't do their job? According to today's New York Times, New York Attorney General Andrew Cuomo will now review pay packages and expenditures. That's normally a board working alongside management responsibility. See the story if you haven't already, http://www.nytimes.com/2008/10/17/business/17aig.html?ref=business

American International Group (A.I.G.) is now officially a code red governance disgrace. Granted it's an extreme example. But this whole idea that governance is something that happens when no one is watching or listening needs rapid debunking. A little education might help too.

A.I.G. didn't have to be this way. And we're not talking about the implosion of their business that led to government seizure. We're referring to their inability to take the appropriate actions themselves since bailout money was directed their way. It's incredulous that not one leader or manager within the company or board didn't speak up and say, "hey, wait a second. We shouldn't be doing these types of things based on the situation we find ourselves in."

This tragic chapter isn't over. Next week we will learn just how much the insurer's credit default swaps have, well, defaulted. Attention CEO and board: Get out in front of this mess whatever way you can. Appear with Cuomo in public. If you're afraid of mounting lawsuits or shareholders, then you don't deserve to be leading this company. Second thought, maybe A.I.G. isn't a company that deserves to be led?

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