CEOs and off-the-job behavior.

Today's New York Times includes a report by Floyd Norris on a paper that links a CEO's off-the-job rule-flouting behavior with an increase in the likelihood that the CEO's company is going to have to restate earnings or that it might engage in fraud.

I'm looking forward to reading the paper.  My gut tells me that people who routinely break some rules make it easier for them to break others (a la classic cognitive dissonance theory).  It's not a huge leap from that conclusion to the conclusion that people who report to rule-flouting CEOs will likewise be tempted to bend the rules.

It's not what you say; it's how you say it--and to whom.

I loved James B. Stewart's story in today's New York Times (Boss's Remark, Employee's Deed and Moral Quandary).  When one is a boss, one needs to be painfully aware of how even the most tossed-aside comment will sound to an employee.  My favorite part of the story:

No one asserts that Mr. Corzine told Ms. O’Brien to take customer money. Mr. Corzine’s lawyer, Andrew J. Levander, said Mr. Corzine was told the night before that the firm had $82 million in cash and another $602 million in unencumbered securities, and “it never dawned on him” that Ms. O’Brien or anyone else might “violate the golden rule” about safeguarding customer assets.

But how would Ms. O’Brien have interpreted Mr. Corzine’s comment? When I discussed this with John Hasnas, director of the Georgetown Institute for the Study of Markets and Ethics, he drew an analogy to the murder of Thomas Becket, archbishop of Canterbury, after Henry II is said to have uttered, “Will no one rid me of this troublesome priest?”

“He didn’t actually tell anyone to murder the archbishop,” Professor Hasnas noted. “But people knew what would make him happy.” Indeed, history records that four of Henry’s courtiers promptly set off and dispatched the archbishop in the nave of Canterbury Cathedral. 

Yep.   And do I believe that Corzine's request added a silent "legally, of course" kicker?  Not for a minute. 

Skilling's sentence is reduced.

See here.  Is fourteen years enough for the havoc caused by those who led Enron (after Rich Kinder left)?  It's hard to say.  I've never been in a federal prison, even as a visitor.  I can't imagine what life "inside" is like.  I know it's not easy, even in a minimum security prison.  But I also know that there are many, many people who can't retire until they die, thanks to those who manipulated financial information at Enron, WorldCom, and the like.  The people whose pension funds were wiped out have life sentences, so to speak.

Let's assume, for the sake of argument, that the allegations about B of A are true.

Here's a story about the allegations.  If those allegations are true, and I have no idea if they are, then what we have here is a classic case of creating incentives that trigger exactly the behavior that the bank got from its employees.  An example from the news story:

“We were regularly drilled that it was our job to maximize fees for the bank by fostering and extending delay of the HAMP modification process by any means we could,” Gordon said. Managers instructed staff to “delay modifications by telling homeowners who called in that their documents were ‘under review,’ when in fact, there had been no review,” she said. 

Any employee is likely to work to do more of what the employer rewards and less of what the employer ignores or punishes.  Want your employees to serve customers better?  Then the incentives can't include "how many customers can you serve in an hour?," or you'll get cursory responses to tens of customers an hour.  Want your employees to process documents quickly?  Make sure that "accurately" is also in the incentive equation.

Everyone responds to incentives.  Companies need to pay attention to what their incentives really ask their employees to do.

Dear nominating committees of public boards (those who want some expertise in decisionmaking):

Pick me.

Insanity is doing the same thing over and over again and expecting different results.

If some traditional directors aren't doing their jobs (see today's NYT column by Gretchen Morgenson, here), then why is it that people who are likely to do a better job don't get chosen as directors of public companies?  It can't be that potentially good directors are that hard to find.  We aren't.  It must be that boards are afraid to try something new, even when the "old" doesn't work well for them. 

I'm looking for a board that is willing to take a chance on some new blood.  Takers?

What do these two things have in common?

The stor(ies) on Titanic II (e.g., here) and this story on how the banks are back to bundling up risky loans again. 

My favorite quote from the NYT story:

Banks have won over investors by taking steps to make this generation of structured products safer than the last one. But with demand for these products on the rise, credit ratings agencies and regulators are warning that the additional protections are already dwindling, allowing some of the old excesses to creep back into the market. 

And my favorite quote from the Daily Mail story:

Mr Kanerva, of Finnish boat designers Deltamarin, added: 'I can assure you that from a safety point of view it will be absolutely the most safe cruise ship in the world.'
'We are taking into account all of the possible incidents and accidents and we try to simulate all of those occasions.'

And people wonder why we keep making the same mistakes over and over....

Dear HP board: I'm available (still).

In today's New York Times, James B. Stewart walks us through the mechanics (here) of why the HP directors who have made some abysmal decisions were re-elected. 

If boards want to bring on people with different experiences (and that's a big assumption), then they're going to need to figure out a way to find those people.  They're not going to find them on the boards of other public companies.  They need to ask their search firms to be more creative in locating possible directors.

There are all sorts of people that those search firms could find.  Academics who write about governance or about the industries of those public companies are a good start.  But I'm sure that the search firms could cast their nets more broadly in all sorts of ways.

I've been interviewed for one public company's board, asked to interview for another one's board, and invited to interview for a private company's board.  In two out of the three cases, the search firm indicated that it was interviewing me for a "diversity" seat.  (In the third, I think that the company was hoping that I'd join the board and stop writing about it.  Sorry, Enron.) 

I'm not valuable to a board because I'm female.  I'm valuable to a board because of my study of why some very smart people have found themselves doing dumb things.  I'm valuable because of my thoughts about executive compensation.  I happen to be female, and I'm sure that my socialization as a middle-class, well-educated female might bring some new perspectives, but that's not why I'd be useful to a board.

Non-profits are comfortable putting me on their boards.  So, to those search committees looking for new blood, here I am.

Dear H-P Board: seriously, you need to add someone like me.

When I was reading today's Wall Street Journal story about the problems with H-P's acquisition of Autonomy Corp. (here), I couldn't help thinking that the problem with many public boards is that they have too many people who have run large companies and not enough people who study human behavior. 

Boards absolutely need people who "get" their business model and understand how to create the type of environment that will help a business thrive.  But they absolutely also need people who can watch the board's decision-making and call "shenanigans" on decisions that are being made for the wrong reasons and with the wrong dynamics.

Of course, I'm saying this in part because I think that I would add value to a public company's board.  I'm also saying it, though, because I can think of many people besides me who could do the same.

Boards:  next time you need to fill a seat, try hard not to fill it with someone whose background is just like everyone else's.  Insanity, after all, is doing the same thing each time and expecting different results.