A Corporate Governance Anti-Guide
A step-by-step guide to destroying shareholder value Most governance articles tell you what to do. This one won't waste your time with that. Below are ten things every company should do if the goal is slow internal collapse. Follow closely because commitment to bad decisions is mandatory. 1. Let the CEO Also Chair the Board Why bother with checks and balances when one person can hold both jobs? Combining the CEO and Board Chair roles means the person running the company also gets to run the group that's supposed to supervise them. It's efficient, in the sense that accountability disappears in a single stroke. Bonus points if that same person also chairs the audit committee. 2. Stack the Board With Friends and Family Independent directors ask inconvenient questions. Avoid this entirely by filling your Board with people who already agree with you — old college roommates, in-laws, longtime golf partners. Shared history is a wonderful substitute for independent judgment, mos...