IT'S SAD TO SAY, but this is certainly not the golden age for corporate governance. At a time of such economic peril, we desperately need diligent, thoughtful, and ethical hands on the tiller of corporate America. Yet, too many current directors of major corporations are either lackadaisical "yes" men (and women), or, more insidiously, they put themselves and their selfish economic interests first, ignoring blatant conflicts of interest and abandoning principals of honor and integrity.
One glaring example comes from Hewlett-Packard, where Carly Fiorina was hired by the HP board in 1999 and then fired in 2005, with the stock price half of what it was when she was hired. The board then hired Mark Hurd, whom they then fired after five years for expense account irregularities. Most recently, Leo Apotheker was hired after only four out of 12 total directors could find the time--or the sense of corporate responsibility--to even interview him. Mr. Apotheker was fired just 11 months later following a calamitous 40% drop in HP's stock price during his brief time as CEO.
The founders of HP, Bill Hewlett and Dave Packard, whom I knew, would have been furious at these behaviors.
Unfortunately, HP is not an outlier. I am extremely disappointed as well with the actions of a number of current directors, including most recently those at Yahoo, where its co-founder, 3.6% shareholder and current board member (and self-appointed "Chief Yahoo") is acting at once as a potential buyer and seller personally, despite numerous reasoned calls by shareholders for his recusal from relevant board votes.
I have known and observed some truly great directors, and it's a privilege to now write about one of them in particular, Ed Littlefield.
Edmund Wattis Littlefield was at once chairman and CEO of Utah International Inc., chairman of the Business Council, and a director of General Electric, Chrysler, Pan Am, Wells Fargo, and the Stanford Research Institute. I became assistant to Mr. Littlefield right out of Stanford Business School in 1971, and Ed introduced me to and would often let me work alongside Fred Borch and Reginald Jones of GE, Bill Hewlett and Dave Packard of HP, Ernie Arbuckle of Wells Fargo, and Arjay Miller, who was then dean of the Stanford GSB and former CEO of Ford.
But what really stands out about Ed Littlefield is that he is indisputably the 'author'...