LyrArc Article Gist
Not only have directors at companies like Washington Mutual, Countrywide Financial and Fannie Mae not taken responsibility for the crisis. They have simply moved on to other boardrooms says Gretchen Morgenson of the NYT. These direcotrs did little when these companies were leveraged and made dubious loans or risky investments. Says Paul Hodgson of the Corporate Library, "these directors have avoided the corporate limelight as far as blame is concerned." Companies like Sunoco, the oil company, Paccar, a truck manufacturer, and Tetra Tech each have directors from these failed companies. Thomas Gerrity, a professor of managemet at Wharton is one of the outside directors at Fannie Mae who is now at Sunoco. Robert Parry, a former president of the Federal reserve bank of San Francisco, was adirector at Countrywide from 2004 to 2008. Parry is on the board at Paccar. Says Frederick Rowe, president of Invesotrs for Director Accountability, a nonprofit shareholder advocacy group, the board member gets $475,000 a year, he plays golf with the CEO, he is apersonal friend, goes to nice places for board meetings, and he is just not going to one word that would jeopardize his position on the board. In the case of GM the board held together in one voice right up to the bankruptcy with a director who was a former CEO of Eastman Kodak and the lead person on the board, insisting that management had done everything right, all the way up to the end. These directors had to be fired once the government took an ownership interest in GM, and before this they survived just about everything, including tens of thousands of jobs lost in Michigan, and the devastation of communities and people around the state. Gretchen points out that the director dysfunction is because its almost impossible to have adirector fired for sleepwalking through the job or simply rubberstamping the maagement's decisions. Shareholders have to launch an expensive proxy fight to oust a director. Currently proposed changes by the SEC to allow those who have at least a stake of 1% in a big company to put up their own nomiees are not effective steps say shareholder advocates. John Gillespie, co-author of "Money for Nothing," a forthcoming book on board failures with David Zweig, says the problem lies in the culture of the boards which determines how directors behave. Solutions he suggests are instituting term limits for directors and separating the positions of board chairman and chief executive.