The tech company famous for CEO ousters, phone-record hacking, and proxy battles has been desperate for a reboot for more than a decade. Blame has been placed on its leaders, from former CEOs Carly Fiorina and Mark Hurd, to former chairwoman Patricia Dunn and board member George Heyworth. But many business bystanders also point to the board itself as the root of the company’s troubles.
Corporate board mismanagement is a bellwether for poor performance and shareholder loss. Whether staffed by overstretched board whores, underqualified celebrities, or just leaders who have warmed the boardroom benches for too long, a sour board can drive a company into the ground.
To put HP’s difficulties in perspective, The Daily Beast reached out to GMI, a leading firm for corporate governance analysis. Based on its comprehensive evaluations of public companies, which provide investors with performance metrics, GMI came up with a list of the 10 worst corporate boards of the last decade.
Not surprising: HP made the list. As Paul Hodgson, senior research associate at GMI, put it, the board has been constantly changing throughout the last half decade. That kind of turnaround is not great for a company that has been ridden with scandal and an eroding performance. “It’s a board that’s packed with CEOs of one kind or another,” says Hodgson. In fact, 9 out of 10 board members are current or former CEOs, which as Hodgson points out on his blog, might have something to do with its “certain history of overpaying its serial CEOs.”
The boards on the list are also not surprising—Lehman Brothers, Countrywide Financial, AIG—but, the list highlights the dangers of a disappointing board. Marred by bankruptcy and ethics violations, the failure of these boards had overreaching effects on the economy.
Board Failures:
- Long-tenured and overcommitted members
- Lack of experienced members
- Inadequate oversight of executive compensation
Board Failures:
- Subjugated by overdominant CEO
- Lack of industry experienced members
- Inadequate oversight of executive compensation
Board Failures:
- Lack of independence
- Too many inside and connected directors resulting in dysfunction
- Excessive CEO compensation
Board Failures:
- Overleveraging the company in acquisitions
- Approval of more than $160 million in loans to CEO
- Bankruptcy
Board Failures:
- Inadequate overall oversight
- Allowed CEO and CFO to plunder the company
- Serious accounting irregularities
Board Failures:
- Inadequate overall oversight
- Approved more than $230 million in loans to Rigas family and allowed the family to plunder the company
- Serious accounting irregularities leading to bankruptcy
Board Failures:
- Lack of strategic planning
- Failure to adapt to market conditions
- Serious accounting irregularities
Board Failures:
- Inadequate overall oversight
- Excessive CEO pay
- Serious accounting irregularities
Board Failures:
- Entrenched board
- Excessive CEO employment agreements
- Serious accounting irregularities
Board Failures:
- No succession planning
- Excessive CEO employment agreements
- Ethics violations
