We've come across a similar analysis of office supplies that focuses more on actual specifics of style and even daily usage guidelines. Pierre Khawand, of People-OnTheGo, has an entire seminar on Accomplishing More with Less. Pierre's seminars actually exist in both live and web-based versions so you don't have to be local to the SF Bay Area to participate.

The piece of this seminar that really grabbed my attention was so good that I really do hesitate to reveal it here. Let me say just that Pierre walks participants through a complete reconstruction of their work (and home, if you do/leave work there) environments to help you rationalize everything that you use to capture, store, use, and transmit information. It's a service I've long thought he should provide on an individual basis to busy executives and professionals.

Those of you interested in learning more about AML should contact Pierre directly; anyone interested in customized service should contact me and we'll work out a plan of attack to get Pierre's system working in your office. This plan is not about office organization; it's about rationalization in a one-person-sized unit of business process reengineering: it's BPR for your desk.

Labels: performance, tips

Tuesday, June 24, 2008 :: posted by Rick Colosimo @ 11:37 PM

In the interest of stirring things up, we did a quick search in some relevant portions of the DGCL (Delaware General Corporation Law) for “Chairman”: it’s conspicuously absent. While the split of these two titles may make sense from an optics perspective, we are neither in favor nor opposed to the concept, and we’re not sure whether the arguments about splitting militate in favor of or against the issues that we see.

People seem to believe that the chairman has special powers. And it’s true, a company’s bylaws may grant some power to a person holding that title. As an example, Dow’s bylaws identify the Chairman of the Board as presiding over meetings of the stockholders. While that may be important, those same bylaws all any vice-president to also serve, which is probably a much larger group.

We think that the chairman issue is a red herring; to state that CEOs have too much power because of the dual titles is to necessarily imply that the other directors are either weak, disinterested, or incompetent. Directors have independent fiduciary obligations. There is no “but the Chairman said” defense, no “I was only following orders” excuse for breaching fiduciary duties. If the board as a whole isn’t operating the way a specific director believes is required, not merely advisable, then the hard right is required over the easy wrong. The director can basically either raise the issue formally, noting disagreement and asking for a resolution at least in terms of additional advice on the issue, whether from outside counsel or even independent counsel for the board or resign. Being a director shouldn’t consign one to a Pyrrhic victory; but we do believe that the withdrawal should be We don’t believe that any thing that confuses directors or shareholders about the responsibility and powers of the board is a good thing.

Say on Pay: We have a similar feeling about say on pay. Getting shareholder input on pay may be useful to the board, as long as the board is cognizant of external factors where a shareholder may have different interests than the board (e.g., union pension funds holding shares, ESOPs, or hedged investors) and that shareholders do not have fiduciary duties generally. However, we oppose the say on pay structure if the board uses it as a reverse rubber stamp to avoid actually engaging in its required analysis of the issues: if shareholders approve a pay structure, that should be almost meaningless to the board technically since it does not mean that the structure is in fact fair or wise, and the board's higher standard of care should not allow them to even use the "approval" as a defense to later complaints or claims.

While it seems at first like a good idea to let shareholders give feedback to the board on compensation (or any other issue), it shouldn’t water down either the board’s efforts or its responsibility. Directors get paid to serve the interests of the shareholders, including developing, implementing, and supervising executive compensation plans.Clouding the issue doesn't help anyone remember whose job is what.

Labels: governance

Monday, June 02, 2008 :: posted by Rick Colosimo @ 2:40 PM

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