DYNAMIC DIRECTORS
Dynamic Directors Aligning Board Structure for Business Success Allan Blake ~ MACMILLAN Business
Allan Blake 1999 Softcover reprint of the hardcover 1 st edition 1999 All rights reserved. No reproduction, copy or transmission of this publication may be made without written permission. No paragraph of this publication may be reproduced, copied or transmitted save with written permission or in accordance with the provisions of the Copyright, Designs and Patents Act 1988, or under the terms of any licence permitting limited copying issued by the Copyright Licensing Agency, 90 Tottenham Court Road, London WIP OLP. Any person who does any unauthorised act in relation to this publication may be liable to criminal prosecution and civil claims for damages. The author has asserted his right to be identified as the author of this work in accordance with the Copyright, Designs and Patents Act 1988. First published 1999 by MACMILLAN PRESS LTD Houndmills, Basingstoke, Hampshire RG21 6XS and London Companies and representatives throughout the world ISBN 978-1-349-14891-2 ISBN 978-1-349-14889-9 (ebook) DOI 10.1007/978-1-349-14889-9 A catalogue record for this book is available from the British Library. This book is printed on paper suitable for recycling and made from fully managed and sustained forest sources. 10 9 8 7 6 5 4 3 2 1 08 07 06 05 04 03 02 01 00 99 Designed and formatted by The Ascenders Partnership, Basingstoke Illustrations by Ascenders
This book is dedicated to Sandra
Contents Acknowledgements Using the Book 1 Introduetion 2 The Nature of Corporate Variety 3 Board Arehiteeture and Entrepreneur Companies 4 Board Arehiteeture and Family Companies 5 Board Arehiteeture and Listed Companies 6 Board Arehiteeture and Groups of Companies 7 Poliey and Business Perspeetives 8 Conclusion Appendix: Evaluation Questionnaires for the Board, Directors, Chief Executive and Chairman Bibliography Index IX Xl 1 27 81 96 128 151 180 214 219 225 233
Acknowledgements This book has been written to help boards of directors and the companies that they direct. I owe a great debt of gratitude to all the directors of companies that I have worked with over a ten-year period. They have never ceased to amaze me with their insights and their ability and humility that enable them to step back and reflect on their positions. This is despite the enormous pressures that their jobs involve. They have been the most constructive critics of my approach to board and director development. I have been privileged to be allowed access to their companies and playasmall part in their development. Being closely involved helped me to appreciate the wide range of companies that are in existence. Although there are some generic responsibilities and skills required of company directors, there are also important differences which vary according to the type of company. As companies evolve over time, the obligations and responsibilities of directors, and their skills, also need to evolve. Directors, and the boards of which they are members, need to be dynamic. This book was largely completed whilst I was working at Leeds Business School. I am grateful for the contributions of my colleagues at Leeds, particularly Chris Pierce who encouraged me to write the book and provided some valuable references. When I moved to the PA Consulting Group in March 1997, I continued to pester my colleagues, and am grateful for their tolerance and insights in the final stages. Alan Warr and Lance Lindon have given me great encouragement. One person has straddled my career at Leeds and the PA Consulting Group. David Band's support and comments have been critical to the book's publication. There are some individuals and companies who have been good enough to allow me to interview them, to use their companies as case studies or reproduce their corporate material. A special thanks to: Peter Jarrold (Chairman) and Peter Salt (Archivist), at Jarrold & Sons Ltd Tom Chappell, President, Tom's of Maine Bob Mahoney, President, Citizens Bank of Massachusetts IX
x Dynamic Directors Mary Anne Dvonch, Vice President of Strategy and Technology, Production Systems Group, Xerox Corporation Grant Wakelin, CEO, ADC Software Systems. Leif Edvinsson, Director of Intellectual Capital (and also 'Global Knowledge Nomad'), Skandia AFS Professor Clayton Christen sen, Harvard Business School The greatest burden of writing this book has fallen on my wife, Sandra. Her patience has been tested to breaking point. Anybody with two children, Hannah aged seven and David aged ten, will understand the pressures that a preoccupied partner places on the other. This pressure is exaggerated when the writing of this book has straddled two jobs and three houses in a 12-month period.
Using the book Case Studies Throughout the book ca se studies are used as a tool to illustrate key points. Some of the case studies are named, where the company has given permission or all of the information is in the public domain. Where there is a need to preserve confidentiality, I have altered the names and facts to do so, and made it clear in the title of the case study that it is anonymous (i.e. Anon.). In some cases I have taken the facts of a few companies and merged them into one case study compilation. Again, where this has been done I have made it clear in the title of the ca se study (i.e. Comp.). Some case studies are fictional, although based on the experience of working with many companies. Again, these are clearly marked (i.e. 'Fiction'). There is an index of ca se studies for ease of reference. References All references appear in the Bibliography at the end of the book. There are some references to 'Table N: this is the model constitution that companies can adopt or alter, set out in a UK Statutory Instrument. Terminology The terms Chief Executive Officer (CEO), Managing Director and Chief Executive are all used in the book. They all have the same function, the different terminology reflecting the US, legal and UK usage for the term that is used. I have used the actual term used by those being referred to, the default title being Chief Executive. Where to start The book flows, hopefully, in the order it should be read. However, Chapters 1 and 2 provide the details of the structure that is used in sub se quent chapters. You can dip into Chapters 3 to 8 once Chapters 1 and 2 are completed, without losing too much of the theme. Xl
Case Studies 1.1 1.2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 3.1 3.2 3.3 4.1 4.2 4.3 4.4 5.1 5.2 5.3 5.4 5.5 5.6 6.1 6.2 6.3 7.1 7.2 Donby Ltd (Anon.). Adam Ltd (Anon.)... Westbourne Galleries Ltd. Precisions Ltd (Anon.).. PR Ltd (Anon.).. Land Travel Ltd.. Mammoth pie (Fiction, but... ). The Armac Group (Fictional)... Grocers Ltd (Comp.). PR Ltd... the next stage (Comp.). Complexity pie (Fiction). Compute Ltd (Anon.). Bread Ltd (Anon.).. Victoriana Ltd. (Fiction).. Lloyds TSB. Hoechst AG (Aventis). Cereal Foods pie (Comp.). Books Ltd (Comp.). Anycompany pie (Comp.)... Insurit of New York (Anon.). PR Ltd - Puppet to Partnership (Comp.). Mitchell & Hobbs (UK) Ltd Gloss Paints pie (Comp.).. Jarrold & Sons Ltd. White Furniture Company. Tom's of Maine Sterling Asset Management Ltd. Maxwell Communication Corporation. Multinational pie (Anon.). BTR pie (BTR Siebe).. The Phillip Morris Companies Inc.. Mayr-Melnhof Karton AG. CSX Inc.. Hoechst AG (Aventis). Sweden Match... Union Bank of Switzerland... Skandia. Pharmical pie (Fiction). 12 14 42 47 48 49 50 51 52 53 54 57 58 59 60 61 64 64 65 68 83 88 92 107 114 121 125 128 131 135 136 136 140 163 166 175 199 206 Xlll
Figures 1.1 The relations hip between the shareholders and the board of directors 1.2 The relationship between the shareholders and the board of directors in a group situation 2.1 The P AP A grid 2.2 Plotting Companies X and B on the PAPA grid 2.3 PAPA grid applied over time 2.4 The PAPA grid for a group of companies 2.5 The PAPA grid (visual) 2.6 Classification of companies based on ownership 2.7 The holding company's relationship with its shareholders compared with the subsidiary company's relationship with the holding company 3.1 Plotting PR Ltd on the P AP A grid 3.2 Resolving the dilemma of shareholder control and freedom for the board of directors in an Entrepreneur company. 3.3 Gloss Paints pie - From puppet to autonomous 4.1 Identifying the different roles in a family company 4.2 Resolving the dilemma of shareholder control and freedom for the board of directors in a family company 4.3 Flow chart for selecting a new director 4.4 The Ericsson manager 4.5 Advertisement for a chief executive at Jarrold and Sons Ltd 4.6 Family company personnel policies: Bergman's values 21 24 28 30 31 32 36 37 44 84 85 92 99 101 104... 106... 112 and policies; Jarrold & Sons Ltd. - Extract from the Mission Statement... 113 4.7 Tom's of Maine - Reason for Being and Statement of Beliefs.......... 123 4.8 Plotting Sterling Asset Management Ltd on the PAPA grid... 126 5.1 Multinational pie scenarios on the PAPA grid... 133, 134 5.2 Resolving the dilemma of shareholder control and freedom for the board of directors in a listed company 138 5.3 Percentage of Fortune 1000 companies with evaluation practices... 148 xv
XVi Dynamic Directors 5.4 The five functions of the board and the five attributes of directors 148 6.1 PAPA grids - two UK subsidiaries both with overseas holding companies 153 6.2 Citizens Bank of Massachusetts - Areas For Excellence 156 6.3 The Partnership Relationship flowing through the organization 158 6.4 Resolving the dilemma of shareholder control and cubsidiary/divisionavunit freedom 158 6.5 Sweden Match Basic Values 168 6.6 The ADCWay 169 6.7 Role of the holding (parent) company and its board of directors 178 7.1 Extract from the Directors' Report of Arlen pie on noncompliance with the Cadbury Code of Best Practice on Corporate Governance 184 7.2 The Skandia tree 200 7.3 P AP A grid analysis of the merger of Pharmical pie and Drugs pie 209 7.4 The PAPA grid for a group of companies 212 7.5 Guide to the Corporate Ladder in Figure 7.4 213