The Way it was: 1995.

 
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This CEO Wants Strong Directors

For me, and for most CEOs, the irresponsible image really rankles. Most of us made it to the chief executive position because of a particularly high degree of responsibility and commitment to our jobs throughout our careers. Too often we put the job first, sacrificing family and personal interests. Having made it to the top, we didn't suddenly have a personality shift. Even more aggravating to a high achiever who reaches the chief executive position is the charge that he or she wants weak counselors and directors. Most of us are self-confident and want to be on a tough, competent team. We're the type who looked forward to being graded ever since the monthly elementary school report card; we welcome directors with the backbone to judge our performance against tough standards. It keeps the competitive juices flowing and the thrill of achievement fresh.

Finally, we are offended most by the perception that we would waste the resources of a company that is a major part of our life and livelihood, and that we would be happy with directors who would permit that waste. Many of us spent years working our way up through the ranks of our companies. We know the tough times and we're driven to ensure they aren't repeated. From a sense of pride, we certainly don't want to fail when we reach the top. We have invested our family's financial security in the company's stock, and our personal reputation in the company's success. So, as a CEO, I want a strong, competent board; one that can advise me and my staff how to continue succeeding.

L. Dennis Kozlowski, chairman and CEO of Tyco International Ltd., in "The Vitals of Accountability" [Fall 1995]. Mr. Kozlowski was subsequently featured in a cover-story interview in the Spring 2000 edition of DIRECTORS & BOARDS.

Chainsaw Al at the Wharton School

The main role of the board is to hire and fire the chief executive, and to set his compensation. The biggest way that a board impacts a company is to hold the CEO to a very high standard. Boards should be absolutely certain that the company is run properly from a fiduciary standpoint in every degree. I am a great believer in the audit committee having full access to the auditors in every way, shape, or form. Boards should participate in major acquisitions, and they should participate in strategy. Boards don't run the company but they better be damn sure that management can run the company.

Al Dunlap, CEO of Scott Paper Co., in "If You're Going To Be a Director..." [Winter 1995]. At the time, he was riding high with the success of the restructuring (and, soon to come, sale) of Scott Paper, and...

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