Board of directors Essay Example

Board of directors Essay Example Board of directors Essay Board of directors Essay The Objective of this case is to allow a discussion Of issues such as the importance of board and senior management succession planning and what it entails, the difference between a Chairmans and Coos roles, attributes of a good Chairman, and whether former senior executives should become board chairmen. HASH A Model of smooth succession HASH has a long history of smooth board and senior management succession underpinned by clear succession plans. Regular review of these plans by independent non-executive directors also serves to strengthen its robustness. This is the abridged version of a case prepared by Apple Gogh, Icosahedra Than, Mabel Koch, Lee Carrier, Oh Kaki IL and Song Heighten under the supervision of Professor Make Yen Teen and Dry Vincent Chin Hushes. The case was developed from published sources solely for class discussion and is not intended to serve as illustrations of effective or ineffective management or management. The interpretations and perspectives in this case are not necessarily those of the organizations named in the case, or any of their directors or employees. This abridged version was edited by Rachel Gogh Ye Ling under the supervision of Professor Make Yen Teen. Copyright 0 2013 Make Yen Teen and CPA Australia. 165 The succession process for the Board Chairman position involves extensive benchmarking against external candidates to ensure its internal candidates are up to standard and not simply chosen by virtue of their insider status. This seeks to ensure that the best candidate is chosen one who has the capacity for strategic thinking, authority to run the board, and personal standing to represent HASH externally. Institutional shareholders are consulted with respect to the succession plan, in addition to an independent search process for potential candidates. Hashs past successions for the Board Chairman position have been low key, thou major disruptions to the business or public outcry. Successions have also been traditionally consensus-driven, with the succession receiving unanimous support from the board of directors. Overhauling Hashs Model of Succession In May 2006, Michael Change replaced Stephen Green as CEO of HASH while Green was promoted to Chairman. Despite executing another smooth CEO-to-Chairman hand-overly , HASH was criticized for its tradition of promoting its CEO to Chairman, as this was perceived to impair the Chairman from independently and objectively monitoring the company. The handover as thrown into focus in part due to a climate of growing focus on corporate governance. The roles at HASH had traditionally been such that the Chairman functioned more as a CEO, while the CEO served as the deputy. Following the handover, Green concurred with governance critics that the operational management and oversight roles should be separate and distinct. He spent the next few years of his term as Chairman taking significant steps to re-define these two roles, transferring the responsibility for strategy development from Chairman to CEO in 2009 and taking on more of a monitoring and ambassadorial role as Chairman. Besides paving the way to a more palatable corporate structure within the bank, these actions emphasized Hashs renewed commitment to corporate governance. 166 The End of an Era of Smooth Succession In late May 2010, news that Green was to step down as Chairman of HASH within a year leaked out in various media reports. According to these reports, Hashs board was prepared for the transition and had spent the past three years putting together a succession plan. This involved ceasing the tradition of promoting the CEO to Chairman, and naming possibly the banks first nonconsecutive Chairman successor John Thornton a HASH non-executive director who was also a former Goldman Cash partner. However, these rumors were refuted by HASH. Four months later, on 7 September 2010, an official HASH announcement confirmed that Green had agreed to become the U. K. Minister Of State for Trade and Investments. Following the announcement, the bank revealed that it had always intended to approve a successor to Mr.. Green before the end of the year, and that timetable remains on schedule5. However, Green had initially announced in May that he would stay on as Chairman until at least he spring of 20116 but he had suddenly decided to leave before the year- end, leaving the bank with just three months to appoint a replacement. His premature departure forced Hashs board to come to a swift decision regarding the succession. As Green was highly regarded as a modern influence on the 145-year-old bank and had led it admirably through the 2003 U. S. Supreme division crisis as well as the 2008 global financial turmoil, it came as no surprise that Hashs share price plunged when nevus of Greens leaving first leaked in May 2010 investors viewed his departure as the loss of major asset for the bank. With no official word from HASH on the candidates to succeed Green, there was widespread speculation in the media. It was reported that, within HASH, many wished for the bank to maintain its tradition of promoting the CEO to Chairman. CEO Change was a hardworking bankers banker8 who had held posts within HASH all around the world in his 37 years with the bank, a decisive and quick-thinking CEO who had earned the 167 respect of many of his staff. However, certain factors hampered Egomanias appointment. First, it seemed that his aggressive management style did not it well with investors, who did not see his adversarial ways as suited to leading the boards and performing the ambassadorial role of a Chairman. Second, and perhaps more significantly, corporate governance guidelines since 2003 had recommended that British companies should not elevate Coos to Chairmen 10. HASH appeared inclined to abandon its tradition Of promoting the CEO to Chairman and appoint a non-executive Chairman as a more independent check on the CEO-led business. This would leave Change out of the race. Given this turn of events, the boards final decision on chairmanship was very much unpredictable to observers. This was apparent from the extensive list of potential candidates generated through public speculation. Other frontrunners for the role included John Thornton, a non-executive director who was more well-received by investors 1 because of his independence from bank management, but an unpopular choice internally due to his harsh management style developed from his stint at Goldman Cash. Another candidate was Douglas Flint, Hashs Finance Director, who was viewed as a compromise candidate 1 2 to placate both investors and management, although he had perceivably less showmanship and experience t HASH than Green and Congenial 3 and faced the same question on independence. Media reports also mooted the idea of a temporary Chairman with Simon Robertson (a senior independent director at HASH) taking the role. However, this was widely viewed as unlikely given Robertsons role as Chair of the Nomination Committee, designated to appoint Greens successor, and his existing duties at Rolls-Royce. With seemingly no clear successor at the time of Greens announced departure, and a myriad of potential candidates that appeared to leave the public and internal stakeholders divided, the succession looked poised to be he most chaotic that HASH had seen for a long time. 68 Power Struggle in the Boardroom To add to Hashs troubles, news leaked on 21 September 2010 in The Financial Times that Change had threatened to resign after being informed at a meeting that the board did not intend to give him the position of Chairman 5. Hashs executives commented that Change could be unhappy at the possibility of being passed over in favor of Thornton. HASH eventually followed up wit h a strongly-worded denial of the incidents 6. However, the damage had been done the information leakage had given the public an insight into the boardroom power struggle. The picture of a fractured board and rifts over Hashs succession were thrust into public spotlight. Even though the official stance of HASH and its top management suggests that Egomanias threat to resign might have been exaggerated and sensationalistic 7, what the public saw at that point in time was an extremely disorganized and poorly conveyed succession plan within HASH, which is liberating of a large global bank. Naturally, many questions arose. If this leadership transition had indeed been planned for, why did stakeholders and n particular, Change, not seem aligned to the plan prior to the announcement, leading to internal confusion and the subsequent uproar? It was clear from an external viewpoint that HASH had not conveyed the plan and managed expectations well, both internally and externally. The pressure was intensified for HASH to achieve a resolution as swiftly as possible, in order to assuage investors discontent, prevent divisiveness within the organization on candidate selection, and restore its public mage. The Dilemma In selecting a new Chairman, the Nomination Committees dilemma was Obvious. Change was a long-serving HASH banker with a wealth Of intimate knowledge on Hashs operations. With Green already leaving, the loss of Change would be a double-whammy. Yet, condoning Egomanias appointment and promoting him would undermine shareholders wishes, and impede Hashs effort to keep up with changes in the governance landscape. 169 It seemed like no resolution would be able to completely reconcile the interests of shareholders and management. The need and urgency for the board to arrive at a resolution in keeping with the best interests of the company and to quell public speculation on the internal rift was pressing, while external perceptions of an ill-conceived and ill-conveyed succession plan continued to plague HOICKS. The Resolution On 24 September 2010, just three days after the reported spat between Change and the board, HASH unveiled a new leadership teamed. After consideration of numerous factors, the board made a unanimous decision to appoint Douglas Flint to succeed Green as Chairman. Stuart Guiltier was appointed Group Chief Executive, while Sir Simon Robertson remained the senior independent non-executive director and assumed the concurrent role of Deputy Chairman. Change would continue to serve in an advisory opacity until 31 March 201 1, after which he would formally retire. John Thornton stayed on as Hashs non-executive director. The appointment of Robertson as Deputy Chairman was aimed at countering investors discontented about the newly-installed, predominantly executive leadership team. Investors Reaction Investors reaction to the new leadership team was generally positive. On the day the leadership changes were announced, HASH shares increased by 0. 4 percent to 666. 4 pence. General investor sentiment was that despite the infighting, the right men have ended up in the right jobs21. However, many institutional investors manned upset at the poorly executed succession, and their disapproval manifested in numerous calls for Hashs non-executive directors to be replaced, to take responsibility for the bloody mess22. 170 Hash: Whos the Boss? Discussion Questions 1. What is the purpose Of a succession plan and what are the components Of a comprehensive succession plan? 2. How is succession planning for the board and senior management different for companies with controlling shareholders? 3. Identify the problems that arose as a result of Hashs Chairman succession. What was lacking in Hashs succession plan? 4. What is the impact of poor succession planning on HASH and its stakeholders? 5. What are the roles of the Chairman and the CEO? How are they different? What are the attributes of a good Chairman? 6. What are the pros and cons of having the CEO becoming the Chairman?