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The former board members said the payments to executives were sometimes left out of oral presentations to Hollinger's board or were glossed over. The rules are in place to allow boards to retain an appropriate mix of retired and active executives and push out members who no longer have the time for outside directorships because of more demanding new jobs. The pharmacodynamics of AAS are unlike peptide hormones. The government-sponsored provider of funding for home loans said Dennis Beresford, an accounting professor at the University of Georgia , Athens , is joining the board and taking over as chairman of the board's audit committee. Dunn, saying, 'Pattie, you betrayed me. Keyworth to leave, Mr. The AAS, whether of endogenous or exogenous origin, are subject to extensive hepatic biotransformation by a variety of enzymatic pathways.
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Target is only available a few times a year. They never announce it beforehand though, so you just have to check every so often. I get an email alert when the Target Boxes are going live. It is always between the 1st and 4th of every month. I would suggest that you check for the box on the 1st of the month because they seem to sell out really fast. For any expecting moms out there- check out the free welcome box from Walmart! The box is filled with goodies for both mom and baby!
There are other subscription reviewers that get notification the day before the Target box goes on sale. They will send you an email alert. You need to order right away. Wendy, maybe you can get the info and send out alerts also. Glad you figured it out. It is a lovely way to try new things each month.
I wanted to say thank you. YAY 3 months for a 1 month price! My husband looks forward to seeing what new stuff I find and get for us, as well. I used to love Pinchme until they stopped having samples available for me. Dont forget the Smiley Box too. Its absolutely free much like the Pinch me box.
I think the name is Smiley Can someone help please? All that seems to be available as far as book boxes are Young Adult these are everywhere ,romance, or literary classics.
Is there a box in existence that tries to find books for adults taylored to them? I want to say that this is a very helpful list, because I am trying to get a subscription box YouTube channel set up!
Also some of the webpages were not coming up, and it was not an internet connection problem, because I checked. Thank so much for making this site, I love how it is set up and how easy it is to find things. Have a great day! Nutrisystem not only seems to be dealing with my weight but it also helped me ease my mind about my future health. I'm also a workaholic which means that previous diets I tried had, what I feel was, a significant impact on my lifestyle.
Which is probably the main reason they all failed. Nutrisystem is very simple. Take their base plan, modify the meal times to fit your current schedule, keep the intervals between meals roughly the same, and in no time it just becomes part of your day. The food for the most part is portable as well which is rather convenient. Again, Thank You for providing this product. Before I was skeptical about ever seeing what I consider a healthy weight but this product and changed that skepticism into hope and has provided exactly what the proverbial doctor ordered.
Plastic found in a dinner entree. It was very nice to see! I can't remember when this happened, maybe weeks ago. I thought the response took longer than it should have. Really tho', I've had great customer service every time I needed them. Wait times when phoning are awful. I am very happy with the 30 pounds that I have lost.
I love your food and do not want to totally stop my program. I am working with adjusting to everyday food lifestyle. But yet, I do not want to give up my program. I believe this will keep me on track with keeping my weight under control. Thank you for my delays in my order. I tried Nutrisystem and found out I am allergic. I tried returning the items as they indicated there was a full refund policy, and they told me I couldn't. I called over seven times during the next 30 days and they were not cooperative or helpful at all.
I got transferred around many times, and never had any help at all. I ended up moving, and canceled my card. Two months after that they tried charging my credit card and claim they shipped product, which I didn't order. I never received product because I had moved. Very poor customer service! They try and snag you in and force you to keep buying, even if you don't like the product and even if you are allergic to it!
I have told a lot of people about this horrifying experience and they are all appalled and said there are much better programs out there! We are sorry to hear that you are unable to eat our food and we apologize for the poor service you've received.
We will be looking into this and reaching out soon. I have spoken with Chanta in her role as counselor. I was impressed with the interest and patience she posses. I am now able to form a more comprehensive plan moving forward with my required personal participation with the Nutrisystem to reach my weight loss goal.
I am enthusiastically encouraged with my decision to take on this venture for my future. We are so happy to hear that Chanta was able to help you gain a better understanding of the program! For more information about reviews on ConsumerAffairs.
My NuMi bottle issue was already taken care of. He therefore missed the window to order the bottle in time for the 2nd month shipment. We would like to have it delivered with the order that is coming up for the 3rd month - we get auto delivery, so it is already set up.
We are happy to hear that your water bottle issue has been handled but are sad to hear that your husband is still having issues.
We will be assigning this to a member of the Consumer Experience Team who will be reaching out soon. I am very disappointed with the food. Most of it tastes the same to me and actually upsets my stomach. I did not realize I only had two weeks to cancel and much of that was mostly drinks. Then you keep trying different food thinking something will be edible.
I know there is plenty of fine print in contracts that should be read. I do not recall being verbally told about these conditions. This was a lesson that left a very bad taste in my mouth.
We are sorry that the foods upset your stomach and that you were unaware of the auto-delivery nature of the program. Not clear when I ordered that it would be on automatic order. Food is not good, not good instructions, dinners were bland. Too many entrees with spicy tomato sauce and cheese, dinners are bland. Shakes made me sick. Emails were only to sell more. Thank you for writing this review. We are sad to hear the foods were not to your liking and that the deliveries would be automatic.
We will be looking into your account and reaching out soon. This is a follow-up to the review I posted on September 5. Soon after I posted my first review, a rep from Nutrisystem contacted me via email. The email was courteous, professional, and apologetic for the experience I had. The rep went on to offer replacement of the damaged food items I had received and encouraged me to give their company another try.
In light of this swift response and their sincere desire to ensure that I was happy with their product and service, I am revising my review. I accepted a ready-made menu that containing some items that I did not enjoy. In the future, I will make a point to select food items that I now know to be more to my liking than others.
I am very pleased and heartened by Nutrisystem's timely reply and concern for my purchase. They deserve a second chance. I ordered my month's supply of diet food from Nutrisystem with high hopes. When the food shipment arrived, most of the frozen breakfast items were broken into small bits; when I opened the packages, the bits fell out.
Then I tried the frozen lunches. Since I take these to work, the only heating option is microwave. Anything with bread or chicken comes out chewy, gooey, and icy cold in the center.
It actually made me gag and lose my appetite, which wasn't the diet plan I expected. I am very careful when reading agreements, and for this item to be overlooked was no easy feat.
Fineprint at the end will do that to you. To add insult to injury, the obnoxious customer service person on the phone refused to accept my cancellation until she badgered me with questions and hard sell tactics in a desperate attempt to keep me buying their awful food. Overall, this was a horrible experience. I will never use or recommend Nutrisystem again. We are so sorry to hear about your poor experience with the delivery of your foods, the food itself, and the representative you dealt with.
We will be taking a peek at your account and reaching out soon. Was not satisfied with the taste of most of the foods, had to throw it away and buy something else, and most of the desserts had an ok flavor, And a lot of meals with cheese. I was not happy with that. My first order included items I didn't order and one that I'm allergic to its ingredients.
I was told by one person the items were probably substitutions and when ready they would be replaced. When I called the customer service lady was very rude, basically stated I was lying and wouldn't allow me to speak to a supervisor. I'm very disappointed with the service I receive so I will take my business to a place that has better customer service.
Went thru a few months of products. Following it closely and exercised Sent email to customer support and I was told to think of it as not wasted but I received nutritional food with fiber Now I know why it only got one star.
Weight loss system worksstale product and no one to answer to except counselors with no control. I emailed three correspondences to FIVE different departments only to receive a notice that they don't reply to emails because they were too busy. I also included to them pictures of the moldy carrot cake, along with the packaging that states the date is still okay.
The oatmeal is so stale it sticks to the side of the package and had to pour hot water in the bag to get the product out. Chocolate covered pretzels are stale. We did call and the rep was very nice and stated that she couldn't do anything except replace our stale food. How many packages were bad? I honestly didn't count how many items I threw awayat their prices ANY wasted product is too many!
Doesn't anyone there want to see a photo of the stale food? Does anyone there care? VERY poor about keeping the customer happy, however, are not timid about selling you the program.
Shame on you, Nutrisystem. We are sorry to hear about the spoiled and stale items you received. We will be reviewing your account and reaching out soon.
I am not sure why in today's time of electronics that it takes so long to get the information. We are sorry to hear that it took you so long to receive the information you needed for the program. We will be reaching out shortly. Pleased with the conversation with my counselor.
I feel I have a better handle on what I should be doing. I am looking forward to losing the weight I have set my goal for. Lenzmeier, a Best Buy Co. Scrushy invited him to join its board because they casually knew each other from serving Several months before Mr.
Rodek … has hired one new director and is looking for another. Webster … had until recently headed the auditing committee of a company that was facing fraud accusations…. At the center of the investigation and the suits … is … the company's chairman and chief executive, who recruited Mr. Webster and other prominent Washington figures to serve on its board The board members included George Mitchell , the former Senate majority leader, and Beth Dozoretz , the former finance chairwoman of the Democratic National Committee.
When a friend or longtime associate asks you to serve on a board , it's sometimes difficult to ask probing questions. How Directors Can Shield Themselves" Note that it was "asks you to serve" as opposed to "asks you to apply. The idea that an election by Shareholders is only a mere formality is very ingrained into the mindset of the corporate and news media.
Mack began his effort to recruit and promote new talent at Morgan Stanley , he did not have to stray too far a field — or off the fairway, for that matter. Two of the first directors named to the firm's board last summer are members of Mr. Mack's own club, the Golf Club of Purchase in Westchester County … [W]ith chief executives under increasing pressure to have independent boards, that old temptation to have a few golf pals on the board and in the executive suite might be less acute.
Yet the practice appears to be alive and well, if not as visible. Mack has recruited other directors, as well as executives, who are diverse in makeup and background, and share no recreational ties with the chairman. Ethical handicaps seem to extend beyond the fairways. The Boardroom has become the new 19 th hole for good cheer and fellowship. The word to Shareholders is: Miles … is one of a number of Purcell allies who have left or are expected to leave the board following Mr.
John Mack, who succeeded Mr. Purcell on June 30, brought in three new directors last month. Miles helped cement Mr. Purcell's hold on the CEO job…. Miles is the third Purcell ally to leave the board since the resignation. It might have been instructive had the meaning and background facts of "brought in" and "stepped down" been explored in detail.
Miles, a Morgan Stanley director with close ties to the former chief executive, Philip J. Purcell, has resigned from the board, the bank said yesterday.
The move, which was expected, is the latest signal that the new chief executive, John J. Mack, intends to reorganize a board that during the battle over Mr. Purcell's leadership became a lightning rod for criticism and remains the target of several shareholder lawsuits. Miles was an architect of a board that included several former chief executives, many of whom lived in the Chicago suburbs, who defended Mr.
Purcell in the years after the Dean Witter Morgan Stanley merger. And, if they are not compliant, the Directors could expect that the BOD would be "reorganized" again. Purcell; and John Madigan, former chief executive of Tribune Co. Mack, a North Carolina native, has recast the board, bringing in four outside directors, two of whom have North Carolina ties as well. Roy Bostock, an advertising executive, like Mr.
Mack graduated from Duke University and has served as a trustee. Erskine Bowles is president-elect of the University of North Carolina. Three former Purcell-era directors left the board in September. With yesterday's resignations, only four remain from the group of 10 outside directors elected at the annual meeting in March. Madigan and Miles L. Marsh … are the latest sign of a fundamental reshaping of the board by the firm's new chief executive, John J.
The departure … is an open acknowledgment that all the control levers at Morgan Stanley are now firmly in Mr.
Mack has moved quickly to repopulate the board with executives more in his own image. The government-sponsored provider of funding for home loans said Dennis Beresford, an accounting professor at the University of Georgia , Athens , is joining the board and taking over as chairman of the board's audit committee. A Fannie spokesman declined to comment on whether the expected report from the company's main regulator, the Office of Federal Housing Enterprise Oversight, or Ofheo, was a factor in the board changes.
Ofheo's report, recently sent to Fannie's management, is due to be made public Tuesday. The report is expected to blame the board and senior executives for failing to ensure that Fannie complied with accounting rules. He also is a director of Kimberly-Clark Corp.
None of the directors would comment on that. On the other hand, was personal greed the trump card? There is not the barest pretext that Shareholders are involved in the process, except to rubber stamp those "picked" by the CEO the person supposedly supervised by the BOD. Frank Zarb left Nasdaq in , Mr.
Greenberg asked his friend to join AIG's board, a plum directorship at one of the nation's leading companies. Two Financiers' Long Alliance". Daum, who leads the board practice at the executive search firm Spencer Stuart in New York. The firm says her practice conducts about 60 percent of all board member searches in the United States. Following are excerpts from a recent conversation: So the notion that directors are just captives of C.
I think boards also are very cognizant now of having anything that can be perceived as a conflict. If you and I serve on a board together, it probably means that neither of us should serve on another board with each other. Boards are very conscious of the concept of interlocking boards. It used to be that's where the ideas for candidates came from. You knew somebody from another board and you'd recommend them. What is an example of a company where the independence of directors has been questioned?
Home Depot is a good example. The relationships among directors, those were not situations where someone was getting compensated by the other. But they were serving on the boards of other organizations. I could be your next-door neighbor and best friend, but I qualify as independent because we don't have a business relationship.
I'm not serving on your board. You're not setting my compensation. We're not doing consulting work together. We would meet the stock exchanges' criteria for independence, but obviously we have a less-than-independent relationship. That's what you can't quantify. Duke had Joel Fleishman , 72 years old, a wine connoisseur who sits on boards of companies run by Duke donors and the parents of Duke students. Fleishman's friendships with Duke donors gave him a valuable entrée into businesses far a field from academia.
Take, for example, Ralph Lauren. Two of the famed designer's children, David and Dylan, graduated from Dalton School in Manhattan in and respectively and enrolled at Duke while Mr. Fleishman ran the fund-raising campaign. Dylan had better grades and SATs in the s. In that era, Duke's average SAT score was close to Fleishman became a director of Polo Ralph Lauren Inc. He also owned or held options to buy 37, shares of Ralph Lauren stock, worth at least half a million dollars, public filings show.
Fleishman also sits on the board of Boston Scientific Corp. His three children graduated from the university. Fleishman sits on more corporate boards "than a lot of people, especially nonpresidents," says J. David Ross, a former vice president at Duke. Ross says he believes the directorships weren't payback for admissions. Schmidt was elected Tuesday….
Some analysts interpreted the appointment … as an event that could help Apple…. How could mere mortals, e. Stanley O'Neal 's board at Merrill Lynch is largely handpicked. He has recruited people like John D. Finnegan , the chief executive of Chubb and a friend for more than 20 years. The two men worked together in the General Motors treasury department. O'Neal is also close to another director, Alberto Cribiore, a private equity executive who runs his own firm, Brera Capital.
In the late s, Mr. Cribiore came close to persuading Mr. O'Neal to join his nascent private equity firm. Directors also should recognize that their previous hands-off approach didn't work.
O'Neal's ruthless response to anyone who challenged his authority might have made sense as he consolidated his position. Still, it left him holding the firm's top four positions for a time: The directors now have to put one of their own in charge as interim nonexecutive chairman. The nonexecutive chairman post is something they should consider keeping. That might put off some potential CEO candidates.
But Merrill's travails stem from inadequate oversight, and a CEO who insists on all the leeway granted Mr. O'Neal might not be the right choice. The presence of a nonexecutive chairman could reassure investors the board is back on the case. O'Neal, and he was reportedly someone who resisted constructive criticism and stifled genuine debate. In this, he resembles plenty of chief executives, and there's nothing in Sarbanes-Oxley to prevent it.
But it's not good governance or effective leadership. As a result, Mr. O'Neal and his board may have failed to engage in the kind of debate that would have prevented this tragedy. To be specific, what was Merrill's board asking Mr. O'Neal when Merrill was earning record profits on the outsize success of its huge investment in subprime mortgages and related collateralized debt and loan obligations?
I know it's hard to ask tough questions in the face of success. It's not a strategy for winning popularity contests. But it's essential in the worlds of business and investing. You can't earn massive returns without assuming tremendous risk. We now know that was true for Merrill. Amid the big gains in its fixed-income operations, it was assuming far more risk than anyone there apparently realized.
Stephen Gordon , named chairman and chief executive in November, brought in five new directors One person close to the company described him as 'a safe choice,' because he was one of the few GM directors who had run a major industrial company. The decision by President Barack Obama's auto task force to replace most GM directors came amid some pressure by company bondholders and other industry experts who had advised the task force in recent weeks During one meeting, the board was described as 'a collection of failed CEOs,' and the group was blamed for not prompting GM management to move faster in restructuring the company.
Some governance experts consider GM's board fairly weak because it lacks individuals with auto-industry expertise and includes several retirees without recent corporate-management experience. It may be easier to remove directors than to replace them, however. The government may encourage GM to add directors with more automotive or industrial know-how, some observers believe.
The more things change, the more they stay the same. Now, the US Calvary is galloping to the rescue. However, the US Calvary, with sabers held high, may lack pertinent experience. Those companies include Citigroup Inc. Kresa has a deep base of contacts after several years on GM's board, a tenure as chief executive of Northrop Grumman Corp. He had planned to rely on his professional network to conduct the search.
Kresa choose Spencer Stuart for GM's board search, telling him that the search firm 'can do it quickly,' said a person close to the matter. Kresa he would be contacted by Tom Neff, head of the firm's U.
Neff with marching orders? Gone in the past 10 months are Chairwoman to Its Board" No one explains what "was named" means or by whom she "was named. Should the BOD motto be "Go along and get along or get out before we throw you out"? Chief executives tended to dominate the choice The way we govern now". Mom-and-pop investors could buy shares in celebrity businessman Donald Trump ' s first public company, Trump Hotels and Casino Resorts. Their investments were quickly depleted.
None of the original directors responded to requests for comment. One later director was close to Trump: Ivanka Trump was named to the board of directors in , when she was 26 and had been working for two years at her father ' s private company, the Trump Organization. Representatives for Ivanka Trump declined to comment. Ivanka and Donald Trump both resigned from the company in , after Trump declared in a statement that he strongly disagreed with bondholders who had been pushing the company to file again for bankruptcy.
How much were they compensated for their stellar BOD service? It will only be different when the BOD ' s personal assets are on the line. Countries headed by "imperial CEOs" are known as kleptocracies. Eisner 's harsher board critics vehemently objected and accused the chairman of orchestrating her removal … Directors said the names of the four leaving the board were submitted by the nominating committee, which was acting on the recommendation from Eisner.
Stewart , that Mr. Van de Kamp, 'You're a terrible director. You are so loyal to Stanley P. Gold , it's like you've carried his babies. Van de Kamp, who was not reinstated to the board in a vote of 12 to 4, with 2 abstentions. Minnie is especially fond of him. Disney critical of Mr. Eisner's management style either left or saw their influence diminished. Gold , who was once very influential on the board, was stripped of crucial posts because of his status as the investment adviser to Mr.
Eisner has proved himself a skilled corporate politician who has been shrewd about using the idea of better corporate governance as a shield against critics who threaten his reign.
Gold's letter criticized the other directors for serving as a rubber stamp for management, saying that they enacted policies that muzzled dissenters and shielded Mr. Eisner from 'criticism and accountability. Let is start all over again. In a new report, Institutional Shareholder Services Inc.
Iger chairman—and criticized it for doing so— without seeking shareholder input. The report also raised concerns about his compensation. The board's decision to grant Mr. Iger the dual roles is 'an about-face from governance reforms adopted following a highly public 'vote no' campaign at Disney in ,' the report said. The company subsequently adopted corporate-governance guidelines calling for an independent chairman, 'unless the board concludes that the best interest of shareholders would be otherwise better served.
Chief Operating Officer Sheryl Sandberg. The report also questioned Mr. Dolan replaced three directors with four of his friends this week, corporate governance experts, legal experts and investors cringed. Analysts said it behooved those new directors to take a hard look. Tenet Chairman Edward A. Kangas and two other directors counter that Mr.
Nakasone resigned after he was asked to leave because he was disruptive and wasted the board's time. Repeated efforts to revisit decisions and even 'to argue about the minutes' distracted the board, hurt its efficiency and explains 'why we asked him to step off the board,' Mr. Did Tenet issue a misleading explanation for the resignation?
What is inherently wrong about revisiting past decisions? Should it not be for the Shareholders to decide whether a Director's efforts to protect their interests are "disruptive and wasted the board's time"? Scrushy with 'massive' accounting fraud…. May … and told the director he was going to 'fire' him …. May's efforts to replace certain longtime board members Summers III , a retired president of Coca-Cola of the Southwest, notes he was asked to resign in after 'Jud Alfred "Jud" Schroede r, major shareholder and Chairman of Lancer and I reached an agreement that I wasn't good for the board because I was too independent.
The indictment charged that through 'fraud and outright intimidation, Mr. Lake devised a scheme to loot the company of tens of millions of dollars,' It further contends that the two men forced out board members who objected to executive compensation plans She also complained that management failed to supply board members with sufficient information to make decisions. Wittig, a Kansan who rose to stardom as an investment banker on Wall Street before returning nearly a decade ago with multinational ambitions for Westar.
Wittig's lawyer, said he expected to win the case since most of Mr. Wittig's actions as chief executive were approved by Westar's board. In , it tapped Wittig to head corporate strategy. Wittig resigned at the end of , after a grand jury had subpoenaed corporate records. He demanded tens of millions in unpaid compensation. Westar balked, commissioning a page internal report that detailed much of the alleged wrongdoing in the indictment. Perhaps, BODs, if they feared any sting of accountability, would adopt the mantra of "trust, but verify" when dealing with the hired help.
Chief Executive Officer David Wittig and another executive guilty of looting the electric utility of millions of dollars. Wittig and Lake have denied the charges, saying that their actions were legal, approved by the company's directors, and disclosed in corporate filings. The three-judge panel ruled that prosecutors presented insufficient evidence to support convictions of former chief executive David Wittig and former executive vice president Douglas Lake , on charges of wire fraud, money laundering, conspiracy and circumvention of internal financial controls.
In reversing the convictions, the appellate court ruled that all the counts hinged on the government's ability to prove that Messrs. Wittig and Lake tried to hide from the Securities and Exchange Commission their personal use of corporate aircraft. However, the panel said, SEC regulations only require the reporting of such activity when it costs the company an amount above a certain threshold.
Because 'the government offered no evidence that the additional cost to Westar of either defendant's personal travel ever exceeded this threshold.
The court ruled that the defendants could not be retried on the fraud or money laundering charges, but that they could be retried on the lesser charges of circumvention of internal controls and conspiracy. The court refused to give the instruction. There was no evidence that the value of personal travel ever exceeded the reporting threshold.
With hindsight, one could observe that the prosecutors really blew it! Grasso had the authority to select those who served on the Compensation Committee. He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more.
For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive. Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen. Elson, who teaches corporate governance at the University of Delaware's business school, said.
To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated.
A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board. At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors.
If she left tomorrow, I'd resign tomorrow. Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests. In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles. Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings.
The directors came to no conclusions about Mr. Raines's fate Thursday, but agreed to hold a formal meeting on Sunday. Directors … still didn't come to a conclusion on whether to force Mr.
One idea advanced by Mr. Raines, according to a person close to the discussions, was for him to announce a retirement effective at some later date, which would have created the appearance that he wasn't to blame for the accounting fiasco. A final decision didn't come until Tuesday, when Mr. Fannie was subsequently placed into a conservatorship where it was forbidden to continue to make political contributions and to conduct lobbying efforts.
If you dissent on this board, we'll nail you. If company officials think I violated the law, they can call the cops. Spy on Him ". The report, which relied in part on private telephone records, fingered George Keyworth , a longtime director and former science adviser to President Reagan, as the source of many of the leaks about board deliberations.
A boardroom showdown ensued, during which the board voted to ask Mr. Keyworth to resign, and he refused, saying he was elected by the shareholders. Venture capitalist Tom Perkins , a friend of Mr. Keyworth, quit the board on the spot in anger. Keyworth will not be nominated for re-election to the board at its annual meeting next March. Dunn said she regularly informed the board of the investigation, but provided few details, at the investigators' request. Keyworth to leave, Mr. Dunn, saying, 'Pattie, you betrayed me.
You and I had an agreement we would handle this offline without disclosing the name of the leaker. Dunn says she never had such an agreement. Counsel was explicit the matter needed to go before the full board,' she says.
Perkins rose from his seat, slammed his briefcase shut, and said, 'I quit and I'm leaving. The law requires that when a director resigns, the company has to disclose whether it was the result of a fundamental disagreement. I don't want people to speculate about my health. Perkins had no disagreement with the company, only with Ms. Therefore they decided they had no obligation to file details with the SEC. Instead, the board issued a statement on May 19 that simply said Mr.
Perkins had resigned, effective immediately. Perkins was concerned with the way his resignation was portrayed by the company, however, and subsequently contacted the SEC with his concerns, according to people familiar with the situation.
Perkins has also been critical of the investigation, which he suggested involved illegal surveillance. Board members acknowledge some discomfort with the methods used by the private investigator who obtained the phone records, but H-P says it was assured by the investigators that the methods were legal.
Assuming that the BOD provided any hearing of the allegations against George, he could have defended against his removal on the ground that the BOD had acted with "unclean hands" in acquiring its alleged proof. What is the value of the private investigator's assurances? Would anyone expect an admission of illegal activities? The other message is that Directors are under pressure to conform and keep quiet, or else…. Or, does it mean that he regrets abandoning his friend and fellow Director in in his time of need?
Perkins sent a letter to Hewlett-Packard wherein he set forth his version of the events surrounding his resignation, his follow-up efforts and various allegations of misconduct. Pretexting, or posing as a person in order to obtain private phone or other information about them, is illegal in California. He added that H-P didn't know pretexting would be involved.
H-P declined to disclose the name of the private-investigation firm it retained or the 'pretexting' firm that firm employed as a subcontractor. Keyworth for another term as director. The company is scheduled to hold its next board elections in March The law firm had concluded that the methods used were legal, these board members say. But the law firm says it made no such conclusion on its own; it simply reported that the private-investigation firm involved and that firm's lawyers claimed their methods were legal.
Larry Sonsini, the attorney for H-P's board, yesterday declined to comment. When does a high-powered law firm reasonably rely, in matter crucial to its client, upon the favorable legal opinion of other and, likely, lesser powered law firm of their client's investigator? For what has the BOD paid?
A major issue remains whether and to what extent there is a semblance of due process in the board room before the death penalty is imposed upon a member who is invited, but refuses, to resign. Sonsini's firm has grown strained. Perkins of discussing internal Hewlett-Packard deliberations with others last month. The lawyer went on to demand that he name those he spoke to and what documents he gave them. Perkins's response was just as rough. Dinh … accused the law firm of conflicts of interest.
He accused the company of 'sanitizing' the minutes of the board meeting in which Mr. He told the company that Mr. Perkins was a victim of possible fraud, identity theft and misappropriation of personal records.
Sometimes, CEOs make consensual Directors disappear. Hollinger International … did that late last year. Shareholders like president of hedge fund Providence Capital, Herbert Denton … wanted three of the firms' directors to step down. ACS Chairman Darwin Deason , a flamboyant entrepreneur who built the company, teamed up with Cerberus Capital Management LP during the buyout frenzy earlier this year to take the company private. But such a bid never materialized, and earlier this week Cerberus pulled its offer, citing turmoil in credit markets.
ACS management along with some of its biggest shareholders, including Oppenheimer Funds, blamed the independent directors for allowing the deal to slip out of their hands -- by refusing to set a vote on the bid before pursuing alternatives. The directors say they had a duty to look for other potential bidders, given that Cerberus's proposed deal included the participation of ACS's chief insider: The dispute is all the more extraordinary given the close, even cozy, relations Mr.
Deason once enjoyed with a number of the independent directors -- Robert B. Livingston Kosberg, Frank A. Several of them enjoyed business or personal ties with Mr. Deason in past years. The confrontation began Tuesday during a six-hour board meeting, when Mr.
Deason demanded the directors resign immediately. He threatened to nominate a new slate of independent directors for election at the next shareholder meeting, in May, if they refused He also said he would issue a news release accusing them of neglecting their duties if they didn't comply by yesterday, these people said.
The directors responded in their own sharply worded letter: Late yesterday, the independent directors filed a lawsuit against Mr. Deason and other ACS executives in Delaware Chancery Court asking for a declaratory judgment that they haven't breached their fiduciary duties.
The resignations came during a closed-door session in which the bloc sought to replace Chief Executive Alan Armstrong , who they felt was ill-suited to lead an independent Williams as it sets out a new course, the people said. Chairman Frank MacInnis was among those who resigned, as were a pair of activist hedge-fund investors, Keith Meister and Eric Mandelblatt , who joined the member board following a public campaign in , the people said. All three had championed the merger with Energy Transfer, which Mr.
Armstrong had opposed and continued to oppose even after it was agreed. The discussion turned to whether Mr. Armstrong was the best person to remain at the helm. The directors not including Mr.
Armstrong were split evenly, with six supporting Mr. Armstrong and six opposed. MacInnis, who had been Williams ' s chairman since , was opposed to Mr. Armstrong remaining as CEO, but resigned largely for personal reasons….
All three had been supportive of the merger. Did the newly departed leave with some benefits? Does one hand wash the other? Do CEOs and Directors say to one another, in substance, "I won't tell on you to Shareholders , if you don't tell on me"? A conflict of interests arises when Directors set their own compensation, e. It is just another conflict of interest for which there is no real accountability. Corporate governance watchdogs fret that CEOs use lucrative pay packages to co-opt board members.
Still, that's not bad for a part-time job that requires attending a handful of meetings a year. And because boards seem reluctant to rein in compensation, some critics conclude that the system is irreparably broken. Sinegal of Costco Wholesale pay package seems a throwback to another era, especially when compared with the lavish compensation of Henry R. Sinegal's compensation is skinny, then corpulent is the word that comes to mind when considering the pay bestowed on Mr. Silverman, the chairman and chief executive of Cendant, the travel, real estate and direct marketing concern.
The fear, of course, is that corporate executives, who have oodles to gain from mergers, have too much say about the terms, structure and consummation of the transactions.