Index
A
Ackman Bill, 49. See also activist shareholders
Acorn Energy, 203
activist shareholders, 49
Actuant, 203
Adelphia, 82, 151. See also tone at the top
Adesida, Ade, 232. See also University of Illinois
affect heuristic, 135. See also motivated reasoning
agency problem, 35
in public companies, 58
agency theory, 35. See also principal-agent problem; agency problem
Aguilera, Ruth, 232. See also University of Illinois
Akerson, Dan, 96. See also CEO, controversy about compensation of; General Motors
AIG, 154, 165. See also GMI ratings; housing bubble
Alger, Fred, 109. See also risk, Fred Alger Management case study of
anchoring, 127, 139, 145. See also behavioral research; Thinking Fast and Slow
annual operating plan (AOP), 90. See also long-range plan
AOL, 15
AOP. See annual operating plan
video from the 1980s about, 17
Argyris, Chris, 65–66. See also psychological contract
Arrow Electronics, 203
Arthur Andersen, 151. See also Enron
attribute substitution, 138–139, 145
Atwood, Chuck, 183, 231. See also EQR
interview with, 190–193
audit committee, 100. See also financial expertise; financial literacy
practices, 178
availability cascades, 139. See also behavioral research; Thinking Fast and Slow
Ave Maria, Florida, 72. See also Monaghan, Tom
Ave Maria Foundation, 72. See also Monaghan, Tom
“Ave Maria Mass” (composition by Stephen Edwards), 72. See also Monaghan, Tom
Ave Maria University, 72. See also Monaghan, Tom
Avery Dennison, 203
B
balance sheet, 103–105
barriers to entry, 61. See also supply and demand
behavioral research, 132–141, 144. See also Kahneman, Daniel; Thinking Fast and Slow
belonging. See membership, privilege of
Berkshire Hathaway, 55, 57–58, 59. See also Buffett, Warren; controlled public companies
and M&As, 113
The Best and The Brightest, 126, 127, 129, 133. See also individual dynamics; organizational dynamics
Blackrock, 49. See also institutional investors
Blackstone Group, 14. See also Equity Office Properties
Blue Ribbon Committee, 153. See also Sarbanes-Oxley
board(s)
and appointment of the CEO, 83
approval of annual and long-range plans by the, 89–93
and assistance to management, 114–116
and the authority of the CEO, 115
determinants of effectiveness of the, 121–122
diversity, 177–178
and enterprise risk, 106–111
education of the, 118–119
evaluation of the, 117–118
importance of diversity in, 75–76
layering of, 119–120
and M&As, 111–114
and mitigation of risk, 106–107
merits of smaller vs. larger, 20–21
monitoring results by the, 89–93
process, 123–126
renewing of the, 117–120
renovation of the, 119–120
responsibilities vis-à-vis management of, 47–48
role vs. management role, 30
roles vis-à-vis management, 114
structure and composition, 171–178
board performance
standard measure of, 10–11
boardroom decisions, outcomes of, 6, 7
Bob Evans, 76
Boeing, 86
bounded rationality, 132–133, 144. See also behavioral research
BP, Deepwater Horizon, 165. See also GMI ratings
brainstorm versus debate, 141–144
in GFS, 12
Brown Company, 8
Buffett, Warren, 57–58, 59. See also Berkshire Hathaway
Built to Last, 107. See also Collins Jim
bull market, 151
Business Judgment Rule, 31
Bynoe, Linda Walker, 76, 202, 205, 231. See also EQR; Northern Trust; Prudential Retail Mutual Funds
C
C3 Energy, 203
CalPERS, 49, 58. See also institutional investors; pension funds
template for good governance, 160–163
candor, 43–45. See also professional responsibilities of directors
Case, Steve, 15. See also AOL
Caterpillar, 86
causes and statistics (difficulties learning from statistics), 140. See also behavioral research; Thinking Fast and Slow
CEO(s)
appointment of, and the board, 83
authority of, and the board, 115
authority in nonprofit organizations, 77
compensation of, 94–99
controversy about compensation of, 96–97
and director compensation, 99
importance in Cummins, Inc., 83–84
importance in GFS, 84
importance of a strong, 19, 75
need for outside, 86
succession of, 85–86
ultimate test of, 85
Cerberus Capital Management, 112. See also Chrysler
chairman roles and CEO roles, combination of, 6, 59, 150, 159, 171, 174–175, 180. See also Solso, Tim; Zell, Sam
lack of evidence regarding, 174
Champaign-Urbana News-Gazette, Inc., 202
Chisolm, Don, 3. See also Zell, Sam; EQR
Christensen, Clay, 108. See also The Innovator’s Dilemma; slow death, prevention of
Chrysler, 69
federal bailout of, 154
merger of Daimler and, 112
sale to Cerberus Capital Management, 112
Citigroup, 131
cognitive biases. See also behavioral research; Kahneman, Daniel; Thinking Fast and Slow
prevention of, 145–146
Collins, Jim, 107. See also Built to Last; Good to Great; How the Mighty Fall
committees, 176
company assets, 31–32
company (companies) definition of, 51–52
as economic entity, 59–63
and employees’ values, 65
as a family, 64–65
as human communities, 63–66
importance of history and past of, 67
as a legal entity, 52–59
as a means and an end, 70–74
legal structures of a, 52
as an open system, 74–75
private, 53–55
public, 58–59
as a story, 66–70
controlled public companies, 55–58. See also Buffett, Warren; Kelly Services
additional responsibilities of directors in, 56–57
Cook, Tim, 12. See also Apple
core competence, 88. See also
Hamel, Gary; Prahalad, C. K.; strategic intent
Countrywide, 165. See also GMI ratings
creative destruction, 7
conflict of interest, 40–41. See also professional responsibilities of directors
constructiveness, 45. See also professional responsibilities of directors
core competence, 25. See also diversification, unrelated
Corporate Governance Matters, 125, 169
Corporate Governance Research Program, 125
corporate performance and board structure, 171–174
Cummins, Clessie Lyle, 69. See also Cummins, Inc., history of
Cummins, Inc., 2, 38, 86. See also “How Companies Fail” (presentation by John Hackett)
arrival of foreign competitors to, 68
history of, 69
importance of CEO in, 83–81
inventory management in, 130–131
lessons from the Big Three auto companies, 69–70
survival during the 1980s of, 68
tone at the top in, 82
visit of Professor Ishikawa to, 89–90
cycle of continuous improvement, 90. See also Ishikawa, Kaoru; quality movement
D
D&O insurance, 31–32
Daimler, 112. See also M&As
death spiral, 108. See also slow death, prevention of; How the Mighty Fall; The Innovator’s Dilemma
debate, need for, 147. See also brainstorming versus debate
Debrock, Larry, 232. See also University of Illinois
debt, 103–105. See also balance sheet; liquidity
temptation for excessive, 105
decisions
in groups vs. individuals, 129. See also individual dynamics
quality control checklist for, 145
strategy for de-biasing, 145–146
Delaware Supreme Court, 181
Deming, W. Edwards, 90
destiny, control of, 12, 14, 25, 29. See also Pyramid of Purpose; great governance
in GFS, 22
Detroit Tigers, 71. See also Monaghan, Tom
Dick Clark Productions, 76
director compensation, 33, 99. See also pay, privilege of; privileges of board work
director(s). See also governance; stewardship
critical questions related to M&As for, 112–113
evaluation and feedback process,
guidelines for evaluation of M&As for, 113–114
independence, 27, 41–43, 150, 176
lead independent, 171, 174, 175–176
need for vigilance and savvy, 101–102
risk of interlocking with CEOs, 99
role of, 27
directors and officers insurance. See D&O insurance
directors and officers policies. See D&O insurance
Disney, 112. See also M&As
diversification, unrelated, 19
DLA Piper, 203
Dodd-Frank, 154–156
accountability and executive compensation and, 155–156
strengthening corporate governance by, 156
Domino’s Pizza, 70–72. See also Monaghan, Tom; Bain Capital
Downey, Dave, 202, 204–225, 231. See also Champaign-Urbana News-Gazette, Inc.; First Busey Corporation; M Financial Holding; M Life Insurance Company;
duty of care, 36–37. See also legal duties of directors; responsibilities of board work
duty of loyalty, 37. See also legal duties of directors; responsibilities of board work
E
earnings management, 102. See also director(s), need for vigilance and savvy
Easter, Bob, 231. See also University of Illinois
Echambadi, Raj, 232. See also University of Illinois
economic value
measure of, 12
EDF, 73. See also McDonald’s Corporation/EDF partnership
education of the board, 118–119. See also financial literacy
effective internal controls, importance of, 99–101
efficiency, 12. See also nonprofit organizations
Ellison, Larry, 96. See also CEO(s), controversy about
compensation of; Oracle employee engagement. See broad excellence
Employee Stock Ownership Plan. See ESOP
Enron, 32, 82, 151. See also tone at the top
enterprise risk management, 107
entropy
combating, 75
negative, 74. See also companies, as open systems
Environmental Defense Fund, 73. See also McDonald’s Corporation/EDF partnership
EOP. See Equity Office Properties
EQR, 3–4, 58. See also Zell, Sam
board diversity in, 75–76
board self-evaluation in, 119
board size in, 24
committees in board of, 24
evaluation of the board in, 117–118
Glass, Lewis & Co proxy paper of, 166
governance in, 22–25
governance structure in, 23–24
high aspirations in, 22–23
importance of a great team in, 146
importance of supply and demand for, 60–61
and the inevitability of risk, 106
and the REIT industry, 22–23
2013 ISS’s report of, 167–168
and value creation, 23
younger directors in, 75
Equity Group Investments, 3. See also Zell, Sam
Equity Office Properties (EOP), 14. See also EQR and Zell, Sam
Equity Residential, Inc. See EQR
Erb, Fred, 73. See also University of Michigan, School of Natural Resources; Erb Institute for Global Sustainable Enterprise
Erb Institute for Global Sustainable Enterprise, 73. See also University of Michigan, School of Natural Resources
ERM. See enterprise risk management
Ernst & Ernst, 81
ESOP, 55
ESPN, 76
evaluation of the board, 117–118, 119
execution, 15
executive and operational functions of management, 47
executive compensation. See also CEO, compensation of
equity-based, 150–151
goals and principles of, 97–99
use of restricted stock and stock options, 150
problems of golden handshakes and golden parachutes, 98
executive sessions, 175–176
Exxon, 112. See also M&As
F
Falcon Building Products, Inc., 203
federal bailouts, 154
federal legislation, 169
FERF, 81
fiduciary, 31
financial auditors, 100–102
financial bubble, 131
Financial Executives Research Foundation, 81
financial expertise, 61–62, 100, 171, 176. See also financial statement analysis
importance for audit committee of, 178
financial literacy, 61, 100, 118, 151. See also education of the board; financial statement analysis; financial expertise
format effects in, 133
importance of, 99–101
financial results, manipulation by management of, 178. See also earnings management
financial staff, 100–102
financial statement analysis, 61–63
First Busey Corporation, 202
First Virtual Group, 203
five forces model of corporate strategy, 88. See also Porter, Michael
Forbes, 5
Ford, Bill, 86. See also Ford Motor Company
need for outside CEO in, 86
Foreign Corrupt Practices Act, 81
framing, 127
Frank, Robert, 96. See also CEO(s), controversy about compensation of; winner-take-all society
Fred Alger Management, Inc., 109–111
functional dominance, 131. See also organizational dynamics
G
Galvin, Bob, 17. See also Motorola; high aspirations
General Motors, 19, 69, 70, 96, 154, 165, 203. See also Akerson, Dan; CEO(s), controversy about compensation of; GMI ratings; federal bailouts; risk
GFS, 1–2
aggressive adoption of technology in, 13
boards of advisors in, 21
broad excellence in, 12
combating entropy in, 75
as example for high aspirations, 17–18
expansion of, in Canada, 92–93
governance structure in, 20
growth from US to Canada, 67–68
importance of CEO in, 84
importance of a great team in, 146
importance of long-range plan in, 92–93
Letter of Wishes by founders of, 22
operating philosophy of, 21
practices, 178–180
relation with governance strength, 178
views about debt in, 104
GL. See Glass, Lewis & Co
Glass, Lewis & Co, 166–167
proxy paper on EQR, 166
Global Campus Initiative (University of Illinois), 87–88
GMI ratings, 164–166
golden handshakes, 98. See also executive compensation
golden parachutes, 98, 156. See also executive compensation
Gordon, Dan, 231. See also
GFS interview with, 193–196
Gordon Food Service. See GFS
Gordon, Jim, 231. See also
GFS interview with, 197–198
Gordon, John, 75
Gordon, Paul, 1, 75. See also GFS
Good to Great, 107. See also Collins, Jim
governance
best practices, 149–152
in EQR, 22–25
evaluation of good, 169–180
government’s efforts to fix failed, 152–156
key functions of, 47–48
importance of process for success of, 122–126
in nonprofit organizations, 76–78
practices of good, 180–181
in private companies, 54–55
ratings, 163–169
report cards for, 157–163
stronger, 179
structure in EQR, 23–24
structure in GFS, 20
and survival in perpetuity, 18
templates for good, 157–163
weak, 179–180
governance vs. managing, 28, 46–48
governance reform, 57–58
Governance Risk Indicators (GRId), 167. See also ISS
Grasso, Dick, 98. See also executive compensation; New York Stock Exchange
Gray, David L., 2, 75, 231. See also GFS
interview with, 198–202
great governance
practical suggestions for, 147
Pyramid of Purpose for, 11
what is, 10
Greenleaf, Robert, 29. See also servant leadership; service, privilege of; stewardship
Groupon, 76
H
Haben, Mary Kay, 76. See also Kraft Foods; Wrigley; Bob Evans; Hershey
Hackett John, 38–39. See also
Cummins; “How Companies Fail” (presentation)
Hackman, J. Richard, 122
Halberstam, David, 126.
See also The Best and The Brightest; individual dynamics; organizational dynamics
Hall, Bill, 203, 204-225, 231.
See also Actuant; Falcon Building Products, Inc.; Stericycle; W. W. Grainger
Halperin, Errol, 203, 231. See also DLA Piper
Hamel, Gary, 88. See also core competence; Prahalad, C. K.; strategic intent
Harlem Globetrotters, Inc., 203
Harper, Jim, 185, 189, 231. See also EQR
helicopter view, 66
Henderson, Jim, 68, 70, 90. See also Cummins
Hershey, 76
heuristics, 132–133. See also behavioral research; bounded rationality
Hewlett-Packard, 112. See also M&As
high aspirations, 14–25, 80–81
in EQR, 22–25
in GFS, 17–18
and Steve Jobs, 17
and high performance, 15
in University of Michigan Business School, 80
Hill, Rick, 203, 204-225, 231. See also Arrow Electronics; Novellus Systems, Inc.
hindsight (bias), 139. See also behavioral research; Thinking Fast and Slow
history and past
of a company, 67
of Cummins, 69
housing bubble, 154
“How Companies Fail” (presentation by John Hackett), 38–39
How the Mighty Fall, 107–108. See also Collins, Jim; slow death, prevention of
Humble Inquiry, 116. See also questions, importance of
I
Icahn, Carl, 49. See also activist shareholders
incentives, creation of, 93–96
income gap in organizations, 94
independent chairman v. chairman and CEO, 174–175
individual dynamics, 126–129
innovation. See broad excellence
The Innovator’s Dilemma, 108. See also How the Mighty Fall; slow death, prevention of
institutional investors, 49, 58, 166. See also pension funds
inventory management, 130
investors, passive, 19
Ishikawa, Kaoru, 89–90. See also Cummins, Inc.; quality movement
ISS, 167–169
2013 report on EQR, 167–169
J
Jackson, Mannie, 203, 204-225, 231. See also Acorn Energy; Harlem Globetrotters, Inc.
James River Corporation, 6
Walter Isaacson’s biography of, 17
judges v. formulas, 140–141. See also behavioral research; Thinking Fast and Slow
K
Kahn, Robert, 74. See also The Social Psychology of Organizations; companies, as open systems
Kahneman, Daniel, 125–126, 132. See also behavioral research; Thinking Fast and Slow
Katz, Daniel, 74. See also The Social Psychology of Organizations; companies, as open systems
Kelly Services, 5, 56, 203, 231.
Kerr, Clark, 72. See also Uses of the University; University of California
Keywell, Brad, 76. See also Groupon
Kozlowski, Dennis, 102. See also director(s), need for vigilance and savvy
Kraft Foods, 76
Krugman, Paul, 96. See also CEO(s), controversy about compensation of; winner-take-all society
KVP-Sutherland, 6
L
Larcker, David, 125. See also Corporate Governance Matters; Corporate Governance Research Program
leaders, development at every level of, 13
leadership, 19. See also broad excellence
differences between academic research and, 45
importance of character in, 85
importance of a great team for, 145
Leadership Pyramid, 8485
legal duties of directors, 36–37. See also responsibilities of board service
Lehman Brothers, 19, 154, 165. See also GMI ratings; risk
Levinson, Harry, 64. See also company, as a family
Linebarger, Tom, 70. See also Cummins
liquidity, 103–105. See also balance sheet
in Cummins, Inc., 103–104
Live Nation, 76
Loeb, Daniel, 49. See also activist shareholders
long-range plan, 89–93. See also annual operating plan
importance in GFS of the, 92–93
Lowenthal, Ed. See EQR
LRP. See long-range plan
Lurie, Bob, 3. See also Zell, Sam and Equity Group Investments
M
M&As, 111–114
critical questions for directors related to, 112–113
and cultural compatibility, 113
and Daimler’s merging with Chrysler, 112
as example of suboptimal course of action, 130
and Hewlett-Packard, 112
and Sprint’s acquisition of Nextel, 112
successful cases of, 112
Maps of Bounded Rationality (Kahneman), 138–139. See also attribute substitution
Madoff, Bernie, 102. See also director(s), need for vigilance and savvy
Mahoney, Joe, 232. See also University of Illinois
management, executive and operational functions of, 47
March of Dimes, 13
market capitalization. See economic value creation
Mautz, Bob, 81. See also Ernst & Ernst; Paton Accounting Center at the University of Michigan
maximization of long-term value, 36
McDonald’s Corporation/EDF partnership, 73. See also Environmental Defense Fund
membership, privilege of, 29–30. See also privileges of board work
mergers and acquisitions. See M&A
Miller, Irwin, 133. See also Cummins, Inc.; bounded rationality
mission achievement, 11, 25. See also nonprofit organizations
mission statement, 81. See also high aspirations
Mobil, 112. See also M&As
Monaghan, Tom, 70–72. See also Domino’s Pizza; Ave Maria Foundation
Money for Nothing: How the Failure of Corporate Boards is Ruining American Business and Costing Us Trillions, 49
Monsanto, 7
mortality statistics, corporate, 18
motivated reasoning, 133–136.
See also behavioral research Motorola, 17
Mulally, Alan, 86. See also Boeing; CEO, need for outside
Mullin, Peter, 203, 204–225, 231. See also Avery Dennison; M Financial
Murphy, Leslie, 203, 204-225, 231. See also Kelly Services
N
NASDAQ, 153. See also Blue Ribbon Committee; Sarbanes-Oxley
The Nature of Leadership (by Joe
White), 84
Neithercut, David, 174–175, 183, 231. See also EQR
interview with, 187–190
Nextel, 112. See also M&As
New York Stock Exchange, 98, 153
News Corp, 165. See also GMI ratings
Nike Corporation, 73–74
nonprofit organizations, 25
CEO’s authority in, 77
governance in, 7678
measure of board performance for, 11, 12
objective function of, 77
Novellus Systems, Inc., 203
O
occasional dissent, directors’ need for, 30. See also unity, directors’ need for
organizational dynamics, 126–127, 131
organizations
multiple purposes of, 12
open system, 74–75
Oracle, 96. See also CEO(s), controversy about compensation of; Ellison, Larry
Osborne, Alex, 141. See also brainstorm versus debate
P
Parfet, Don, 203, 204-225, 231. See also Kelly Services; Rockwell Automation
part-time board, importance of, 46
Paton Accounting Center at the University of Michigan, 81
pay, privilege of, 32–34. See also privileges of board work
PCAOB, 153. See also Sarbanes-Oxley
Peltz, Nelson, 49. See also activist shareholders
pension funds, 58
people development. See broad excellence persistence, 93. See also strategy
Pfizer, 7
Pharmacia of Sweden, 7
philosophy, operating in GFS, 21
Pixar, 112. See also M&As
Plan, Do, Check, Act, 90. See also Cummins, Inc.; Ishikawa, Kaoru; quality movement
Porter, Michael, 88. See also five forces model of corporate strategy
Prahalad, C. K., 88. See also core competence; strategic intent; Hamel, Gary; University of Michigan Business School
Prince, Charles O., 131. See also Citigroup
principal-agent problem, 35. See also agency theory
private companies. See also ESOP
governance in, 54–55
measure of board performance for, 10
privileges of board work, 28–35.
See also responsibilities of board service
advice for the board about, 123–124
advice for individual directors about, 123
Procter & Gamble, 86
productivity. See broad excellence professional responsibilities of directors, 37–41
when a company is failing, 37–40
protection, privileges of, 30–32. See also privileges of board work; Business Judgment Rule; D&O insurance
proxy advisory services, 49, 166. See also Glass, Lewis & Co
Prudential Retail Mutual Funds, 76, 202
psychological contract, 65–66
psychological ownership, 73
public companies, 58–59
agency problem in, 58
temptation for excessive debt in, 105
illustration of the, 13
Q
quality movement, 89–90. See also Cummins, Inc.; Ishikawa, Kaoru
Qualls, Bill, 232. See also University of Illinois
questions, importance of, 10, 115–116, 133. See also bounded rationality; Humble Inquiry
QuickScore. See ISS
R
real estate investment trust. See REIT
REIT, 3 22–23. See also EQR
representativeness (heuristic), 139. See also behavioral research; Thinking Fast and Slow
resignation, 39, 43. See also professional responsibilities of directors; director independence
respect, privilege of, 35. See also privileges of board work
responsibilities of board work, 35–41
return on invested capital over time, 12
Rindfleisch, Aric, 232. See also University of Illinois
risk, 19. See also enterprise risk management; General Motors; Lehman Brothers
board’s job to mitigate, 106–107
board role of overseeing, 106–111
and control, 104
Fred Alger Management, Inc. case study of, 109–111
inevitability of, 106
risk/reward relationship, 105
risks of joining a board, 4
Rockwell Automation, 203
Rosenberg, Sheli, 231. See also EQR
S
Sarbanes-Oxley Act, 61, 82, 152–154
Schacht, Henry, 68, 70, 116. See also Cummins; questions, importance of
Schein, Ed, 116. See also Humble Inquiry; questions, importance of
Sculley, John, 16–17. See also Apple
self-determination, 12, 14. See also Pyramid of Purpose; great governance
self-serving attribution bias, 135–136. See also motivated reasoning
sense-making, 127–128
separation of ownership and control. See principal-agent problem; agency theory
servant leadership, 18. 21, 29. See also high aspirations; service, privilege of; stewardship
Servant Leadership (by Robert Greenleaf), 29
service, privilege of, 29. See also privileges of board work; servant leadership
Shapiro, Mark, 76. See also ESPN; Six Flags; Dick Clark Productions; Live Nation
shareholder and board primacy, 150
shareholder-friendly practices, 169–171. See also governance, evaluation of good; shareholder-unfriendly practices
shareholder return. See economic value creation
shareholder rights movement, 149
and the bull market, 151
and dismantling of most takeover protections, 171
and governance best practices, 150–152
shareholder-unfriendly practices, 170–171
shareholder value, as focus of directors, 36
shareholder value movement (or revolution), 41, 96, 169
Simon, Herbert, 132. See also bounded rationality
Sirius, 112. See also M&As
Siebel Systems, 203
Siebel, Tom, 203, 205, 231. See also C3 Energy; First Virtual Group; Siebel Systems
Six Flags, 76
slow death, prevention of, 107–108. See also How the Mighty Fall
The Social Psychology of Organizations (by Katz and Kahn), 74. See also companies, as open systems
Solso, Tim, 70, 86, 175, 203, 231. See also Cummins, Inc.; General Motors, Inc.
Sprint, 112. See also M&As stages of decline, 108. See also How the Mighty Fall; The Innovator’s Dilemma; slow death, prevention of
stakeholders’ interest and shareholder value, 36
Steele, Myron, 181
Stericycle, 203
stewardship, 21, 27. See also servant leadership
strategic intent, 88. See also core competence; Hamel, Gary; Prahalad, C. K.
board-imposed, 87
formulation vs. execution of, 86–87
importance of, 87
importance of persistence in, 93
need for management to own the, 88
and the planning process, 89–93
Strohm, Bruce. See also EQR
survival, 125
in perpetuity, 18
sweatshops, 73
system 1 and system 2, 136–138, 144. See also behavioral research; Kahneman, Daniel; Thinking Fast and Slow
T
Tayan, Brian, 125. See also Corporate Governance Matters; Corporate Governance Research Program
teams, 122
technical independence and real independence. See director independence
technology, aggressive adoption of, 13
Thinking Fast and Slow, 125–126, 135, 136, 139. See also behavioral research; Kahneman, Daniel; Maps of Bounded Rationality
TIAA-CREF, 49, 58. See also institutional investors; pension funds
template for good governance, 157–160
tone at the top, 81–83
in Cummins, Inc., 82
importance in fraud prevention, 82
Treadway Commission, 153. See also Sarbanes Oxley
Tversky, Amos, 125, 132. See also behavioral research; Kahneman, Daniel; Thinking Fast and Slow
Tyco, 59, 82, 102, 151. See also director(s), need for vigilance and savvy; tone at the top
U
undercapitalization, 103. See also balance sheet; liquidity unity, directors’ need for, 30.
See also occasional dissent, directors’ need for unity of command, 46, 115
University of California, 72
University of Illinois, 4, 72–73, 231
Global Campus Initiative of the, 8788
lack of CFO in, 100–101
University of Michigan Business School, 1, 2, 73
University of Michigan, School of Natural Resources, 73
Upjohn Company, 6–7
Upjohn Institute, 231
UPS, 86
Uses of the University (by Clark Kerr), 72. See also University of California
V
value creation, 23. See also economic value creation in EQR, 23, 24–25
values, employees’, 65
vision statement, 81. See also high aspirations
Viswanathan, Madhu, 232. See also University of Illinois
Volcker, Paul, 68
W
Weick, Karl, 10
Whitaker, Gil, 1, 2, 122. See also University of Michigan Business School
winner-take-all society, 96. See also CEO(s), controversy about compensation of; Frank, Robert; Krugman, Paul
Wise, Phyllis, 232. See also University of Illinois
WorldCom, 32, 59, 82, 151. See also tone at the top
Wrigley, 76
W. W. Grainger, 203
X
XM, 112. See also M&As
Y
Your Creative Power, 141
Z
Zell, Sam, 2–3, 14, 174–175, 183, 184–187, 231
interview with, 184–185
philosophy of governance, 184
views on the board’s job, 184