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To: J Bertrand who wrote (9737)	2/27/1998 10:59:00 AM
From: Dave Yenne	Respond to of 14631

Jeff, You're correct everyone has a right to their own opinions. I just didn't see your normal research behind your opinion. The transition from Kertzman from Chen has been in the works for the past 6 months for sure and probably much longer. If you looked at the 10-Q you'd see that the Mr. Chen was hired with this in mind. Dave..

To: J Bertrand who wrote (9737)	2/27/1998 12:01:00 PM
From: Robert Graham	Read Replies (1) \| Respond to of 14631

Sybase will have two CEOs as co-CEOs to run the company? How odd. Why do the board of directors find this necessary? The existing management structures available to choose from is found to work well in corporate history. Co-CEOs reflects on the indecision on the part of the board of directors, and co-CEOs will promote indecision and the lack of focus this decision arises from, which is opposite of what this arrangement was chosen to facilitate. Sybase evidently could not follow through with their turnaround plans, so they are designing their management structure to be in effect not conducive to accountability. This is one "solution" that I have seen managements of other companies pursue. Anytime I see a company structured in this way, I know there is trouble ahead. Why else would the board find this necessary? This is the litmus test I use of human behavior: if energy was spent in an end result of questionable merit, my first question is normally: was this necessary? This can be very revealing of where the person, or in this case, the board of directors are coming from. If the co-CEO arrangement that was chosen proves not to be necissary for the future of the company, then there were other motives in operation here. I operate from the premise that people always do what is in their own best interest. This is the standpoint they operate from. Even poor choices are made from this perspective. It is the poor choices that can reveal much about what was going through the mind of the person who made their choice. Even a confused person has their thoughts, their leanings and biases, their own running "programs", and their motives. It is just that they may not be in touch with what motivates their decisions. However when viewed from the proper perspective, their motivations become clear even though they may turn out to be confused and self-destructive in nature. So as far as Sybase goes, the focus should be on what the company needs to do in order to recover and what is getting in the way of that recovery. This is different from the recent focus being placed on the structure of management. The awareness of what makes for a profitable company and a successful turnaround will motivate the proper decisions where all of the Board's choices will come out from this understanding. The management structure just faciliates this aim by allowing the right people to be placed in a position where they can make a difference in moving the company to its goals. However, I see this company placing an unwarranted focus on the structure of management by coming up with the idea of two CEOs. This tells me they may be lost and uncomfortable, and they have lost focus on their goal of turning around that company to profitability, if they are even aware of what makes for a profitable company in the first place. They are more interested in providing themselves as a group with security and an easy choice that actually had been made difficult due to their lack of focus on the problem at hand. Perhaps the people who make up that board of directors have been the wrong choices for Sybase. Perhaps this is a problem with the chairman of the board. The people who are in control here are attempting to choose a solution to a problem where they really do not understand the nature of the problem. The use of a co-CEO arrangement is an easy way out of that choice. After all, two CEOs are better than one, right? This is like the idea of thowing enough bodies at a problem will solve the problem. Perhaps they could not decide between two people so this turned out to be a solution to their problem of indecision. But I suspect their choice reflects their orientation to accountability by designing the management structure to make that more dificult. Perhaps this is one reason they have failed to facilitate the turnaround at Sybase. There may be an overall lack of accountability that goes from the lowest ranks of management up to the Board of Directors. It begins from the very top and works its way down through the corporate structure. Accountability is good when it permiates the day to day and month to month and year to year operating practices of management. This helps facilitate focus, which is what I see is lacking here. The co-CEOs are being used as their life preserver in this case, something for them to grab onto while the ship is sinking. However I am sure they see it as a choice that will allow their ship to rise. Unfortunately, it is not life preserves on the ship that permit the ship to float. Life preservers only permit individual people to float. I hope this picture I have painted with broad strokes is proven to be wrong. I just have seen this approach to decision making lead to bad consequences. Bob Graham