Once they were giants: a remembrance of 40 authors who were governance thought leaders, major corporate chief executives, and other dynamos of the board world.

AuthorKristie, James
PositionROAD TO XL * ONCE THEY WERE GIANTS

There is much more that could be noted about each of these corporate leaders. The important objective of this "In Memorlam" tribute is that we spotlight their role in advancing corporate governance to higher ground--to the more responsive and dynamic leadership process it is today. What follows is a bio note and a brief passage from an article that each of the departed executives published in Directors & Boards. Through this selection of observations one can trace the evolution of corporate governance over the past 40 years and the richness of the governance advice that we have offered.

1 STANLEY FOSTER REED

Founder (in 1976) and first editor and publisher of Directors & Boards. He was a businessman and publishing entrepreneur --another journal he founded (in 1965) was Mergers & Acquisitions. According to his daughter, Alexandra Reed Lajoux (who succeeded her father as editor of Directors & Boards), he "got the notion that boards of directors could be an important and positive force for change in a free economy." He died in 2007 at the age of 90.

"Good directors must know themselves and what they are good at before they can provide good advice and effective guidance to management. Both individually and as a board, they must look at themselves and ask if they really are getting better and better. The answer is often no. But why?"--From "The Board As a Team" [Fall 1996],

2 PETER DRUCKER

The preeminent management theorist of the 20th century, he truly warranted the moniker of "guru." When we did our article with him in 1982 he was thinking big thoughts at the Claremont Graduate School in California (the Drucker School of Management at Claremont was established in 1987). He died in 2005 at the age of 95.

"Boards should be built to perform. Most managements still have the idea that the board is something the law forces you to have and they try to keep it in a cage like a nice pussycat. But it can become a tiger, and then you had better make sure it's your tiger." --From "The Invention of Management" [Winter 1982].

3 WARREN BENNIS

A guru in his own right, he was author or co-author of 30 books on leadership and governance and was a longtime professor teaching leadership. He was founding chairman of the Leadership Institute at the University of Southern California. (He did the interview with Peter Drucker that resulted in the previously cited article.) He died in 2014 at the age of 89.

"In my bones, I knew how important leadership was and is. The very quality of our lives depends on it. We need and seek honest, competent leaders in every area of our lives--government, the workplace, social organizations, schools. We are social animals, and our packs need leaders. Good or bad, they shape our destinies. "--From "A Seeker of What Makes Leaders Tick" [Fourth Quarter 2010],

4 THOMAS HORTON

This southern gentleman was one of the nation's preeminent authorities on corporate governance and leadership. Following a 28-year career with IBM Corp. he became president and CEO of the American Management Association from 1982-1990 and its chairman from 1990-1992. He served on a number of corporate boards and as a chairman of the National Association of Corporate Directors. He wrote a number of articles for Directors & Boards and was writing a column every issue from 1998 until he died in 2003.

"If it ain't broke, at least inspect it ... There is no substitute for positive cash flow ... Pride goeth before an accounting scandal and a haughty spirit before bankruptcy ... Expenses are for sure; revenues are for maybe ... If it is too complicated to understand, it is too complicated to govern."--From "Simple, Commonsense Governance Principles" [Fall 2002].

5 MURRAY WEIDENBAUM

He had recently stepped down as President Reagan's first chairman of the Council of Economic Advisors when he published his first article in Directors & Boards. He went on to write over a half-dozen articles for the journal, including a memorable piece on "The Management Style of Ronald Reagan" for the 30th anniversary issue of Directors & Boards. He spent much of his post-government career as the director of the Center for the Study of American Business at Washington University in St. Louis (renamed the Weidenbaum Center on the Economy, Government, and Public Policy). Boards he sat on included Beatrice Foods, Contel Corp., May Department Stores, and Medicine Shoppe. He died in 2014 at the age of 87.

"The director needs to exercise discretion in carrying out the role. If you are asking questions on every item on the agenda, you are probably becoming a nuisance and diluting your effectiveness. But, if meeting after meeting goes by and you do not open your mouth, except to second the motion to adopt the minutes, then you probably are not earning your director's fee."--From "The Director as a Cultivator of Management" [Winter 1984]

6 GARY SUTTON

He was a CEO and board member of a number of public and private companies in his career as a turnaround expert. He brought a caustic eye to the realities of directorship, which made him a compelling author. He was a columnist for Directors & Boards from 2004 to 2010. He died in 2015, one day shy of his 73rd birthday.

"Too many directors stay too long. I'm into a second three-year term on a public board, and will not stand for reelection. While Ernst &Young and the SEC say I'm an outsider, I disagree. After six years, I feel like an insider, regardless of legal definitions, and it's healthier if somebody with afresh set of eyeballs and apprehensions steps up."--From his column, "When To Fold 'Em" [First Quarter 2006]

7 PEARL MEYER

As president of Pearl Meyer & Partners, she was one of the most trusted advisors to senior executives and boards on compensation matters. She founded her own firm in 1989 after leading the executive compensation practice of another consulting firm for over 20 years. "For years I was the only woman in boardrooms, which was difficult," she told the New York Times in a 2009 interview. "I kept wishing that I were a middle-aged man in a gray flannel suit." She sold the firm in 2000 (leaving her name with it) and started up a new consultancy. When she died in 2011 her colleague Steven Hall noted, "She did everything with grace, style and quality."

"Board ownership has ushered in a new era of management accountability. Boards that once allowed entrenchment of ineffective management now monitor, evaluate and, where necessary, replace top management. Directors, with their own investment on the line, are found to be more vigilant--more proactive in meeting potential problems head-on before trouble arises and snowballs."--From "Board Stock Ownership: More, and More Again" [Winter 1998]

8 ROBERT MUELLER

He was a giant in the governance field. As an author of 18 books and a number of classic articles (including several in Directors & Boards), he was one of the early thinkers and writers from within the ranks of management to critique board processes. He served with great distinction from 1980 until his death in 1999 at the age of 86 as an editorial advisory board member of Directors & Boards. For more on Bob Mueller, see page 112.

"A board of directors is like a church: it is one of the few cooperative bodies that exists for the benefit of its nonmembers. Corporate boards are among the most powerful, if sometimes latent, forces to govern in this turbulent social, technological, and political world. Boards are becoming more kinetic, even though still in some boardrooms when all is said and done, there is often more said than done."--From "The Joys of Directorship!" [Fall 1986]

9 JOHN SMALE

He will forever be known as a "hero" of corporate governance. This former chairman and CEO of Procter & Gamble joined the board of General Motors in 1982 and 10 years later (at the age of 65), did what at that time was the unthinkable: he coalesced the board on the need for regime change at the troubled automaker. In what was described as a boardroom "coup," the directors ousted the CEO (unheard of for a Fortune 100 company at the time) and he stepped up to the role of nonexecutive chairman. Result: GM was saved, and the business world was introduced to the "GM Board Guidelines on Significant Corporate Governance Issues," a formalization of governance processes widely emulated by other companies and their boards. He died in 2011 at the age of 84.

"The board has the important role of helping the management succeed. The board will succeed only if the management succeeds. Mutual trust and respect between the board and the CEO is essential for the board to have a relationship that is effective. Strong boards that take their obligations to the owners seriously will not be a threat to management. In fact, it is just the reverse. Strong boards can be a strength to management. "--From "Heroism in Governance: A Special Tribute to John Smale" [First Quarter 2012]

10 SIR ADRIAN CADBURY

The former chairman of Cadbury Schweppes, the confectionary and beverage products company, played an influential role in the development of higher standards of corporate governance practices. In the early 1990s he chaired a government-instigated inquiry that devised a Code of Best Practice that has been widely adopted by U.K. companies and has had a major influence on the development of corporate governance codes globally. The 1992 Cadbury Report "is still recognised around the world as the starting point on how companies should be managed," noted The Guardian newspaper in its obituary of Sir Adrian. He died in 2015 at...

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