College of Business Administration

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Seminar in Corporate Governance

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Discussion Questions for March 22, 2000


1) In Sections 4 and 10 of the Corporate Director's Guidebook, suggestions for determining the board composition, board leadership, size of the board, and other criteria for board membership are presented. The author acknowledges (p.17) that some of these suggestions are quite controversial. Discuss possible reasons that may have led the author to that conclusion.

2) In Choosing Directors - the Wrong Game Plan, Philip Lochner presents his case against building a board of experts that emulates a management team. What are the qualities and expertise that a director should have?

3) In A Director-professor speaks out, Charles Elson discusses some of the corporate governance reforms that are becoming more and more popular with today's boards. Discuss the separation of chairman and CEO, mandatory retirement, term limits and other board composition practices presented in the article.

5) In his book Good Governance is Good Business, Directors & Boards, John M Coleman presents the case of Campbell Soup - a company with terrible market performance in the 80's that was turned around in the 90's. Coleman believes the reason behind the turnaround was a board restructuring completed according to the following guidelines:

- All directors are independent except for one current Campbell executive (the CEO).
- Every director stands for election every year.
- All shares have equal voting rights.
- Directors' pay is linked to measured financial results.

Are these guidelines essential to a company's financial and market performance?

6) In The shoeless future of corporate governance, Joann Lublin showcases Compaq as a company that "has long epitomized good governance." Identify the traits that make Compaq's board so successful and discuss why Joann believes the future of corporate governance "looks shoeless."

7) In the context of board size and insider/outsider composition, discuss the Smithfield Foods press release about their board restructuring.

8) In Does board composition affect corporate performance? No., Daily and Dalton take the controversial stand that boards don't really matter. Is the empirical evidence they offer enough to prove their point?

9) Is the "model board" an achievable goal and how can companies achieve it?

10) The changing landscape of board remuneration describes current changes in director remuneration practices. Are these changes good for the company? Are they good for other stakeholders?


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