Elmo - It has been my experience that a CEO that is given the responsibility to move a company forward, must have BOD support and usually nominates one or more candidates which the BOD and shareholders approve. Any new CEO must be provided the resources to implement change and this includes BOD oversight and implied approval for all company decisions made (i.e. new executive appointments, acquisitions, product development-planning, etc.).
I guess I see the BOD's responsibility as an oversight role and to help tackle long term strategic opportunities.... but in the final analysis it is the CEO's call.
You are correct that a BOD could perhaps become too focused but this is a balancing of talent act which really needs to be tweaked from to time. I believe it is Novell's time to 'tweak' it's BOD.
One last item. Many of the successful turnaround cases do include bringing in a new CEO, reshaping the BOD and implementing change over time. In one case I recall, 'technology' expertise (I believe the VP of R&D was asked to sit on the BOD) was obtained. A new CEO was hired with a great prior track record. He was allowed to nominate two additional BOD candidates as well as responsible for restructuring the complete line of his VP's. The extra insight from the BOD, 1) technology expertise and 2) new outside BOD input regarding industry trends helped the company reshape it's vision and 'by consensus' create a new strategic business plan. However, the responsibility to implement the business plan was that of the new CEO.
To summarize - The CEO and BOD work together to mold out the 'vision' and strategic business plan for the company. Each in their own part contribute and it is developed and refined by 'consensus'. The BOD must allocate resources and provide the CEO the necessary authority to implement the business plan. The ultimate success or failure is put in the hands of the CEO.
In a perfect world, this is the way I see it. Remember, somewhere in all of this the (1) shareholder's interest, (2) the company's interests (long and short term),(3) the customer's interests, and (4) other partner's interests (i.e. VAR's, strategic alliances , etc.); must all be satisfied and balanced while (the CEO) implements the new business plan.
We are already seeing this being played out with the VAR re-organizations, very sensitive strategic alliances (i.e. CA, Sun, IBM) and customers that need to know exactly where Novell is going and where they will be in the future. Our new CEO has a lot on his/her plate to deal with.
EKS |
