Complaints at Waterwood usually hone in on two issues -- WIA Board
ineffectiveness and high administrative pay. Warren Buffett always has a lot to
say about boardroom ineffectiveness and high pay in an organization. In his
widely read annual letter to his shareholders last year, he blames docile board
of directors who are too polite to ask tough questions or fire executives.
"Why have intelligent and decent directors failed so miserably?"
Buffett asked in his 23-page composition released last year to his
shareholders. "The answer lies not in inadequate laws -- but rather
in what I'd call `boardroom atmosphere'."
It is "almost impossible," he said, for a "well-mannered" board
to debate the firing of an executive director. He says the same paralysis of
politeness also applies to critical looks at agreements and executive pay. A
board director who is brave enough to ask other board directors to reconsider
executive pay would be like belching at the dinner table - impolite.
Jay Lorsch, professor at Harvard Business School, who has written
extensively on boards, said the problem of politeness does indeed exist. "There
is no question that the problem in many boardrooms is that directors are too
polite with each other, said Lorsch, author of "Pawns or Potentates: The Reality
of America's Corporate Boards."
Sometimes hesitating in the face of hard decisions is not a matter of too
much politeness, Lorsch said, but logistics. Boards usually have too little time
to become fully informed about issues, and to fully debate them. Directors are
not always involved full-time, and as a result, he explains, having the time and
knowledge in hurried meetings to get into a good discussion is just not
possible.
Buffett said directors "should behave as if there was a single absentee
owner, whose long-term interest they should try to further in all proper ways."
So they must be willing to terminate a manager or executive "who is mediocre or
worse, no matter how likable he may be."
Icahn, the 1980s corporate raider best known for battles to control
Reynolds Tobacco, Texaco, TWA and U.S. Steel, also has lambasted boards. What
is needed, he said, is a lot more activism on behalf of the membership or
shareholders.
Waterwood Watchdog has been a good litmus test of how much activism the WIA
membership wants on its Board. Each year, Waterwood Watchdog runs as a Board
director candidate and shares her recent activist activities with voters. Last
year, about one-third of the voting members cast their vote for activism. This
year, almost one-half of the voting members cast their vote for activism (to see
the election results and read the minutes of the 2003 WIA annual membership
meeting, click on http://people.txucom.net/wia/oct2003canvass.htm). Apparently,
more WIA members are beginning to recognize a need for directors who can break
through that "paralysis of politeness".
Waterwood Watchdog would like to commend the WIA office, by the way, for
promptly cutting down and disposing of a dead tree along Latrobe Drive last
week. Three years ago, the WIA office, in response to similar requests, rudely
told callers that dead trees were not WIA's responsibility. To read more about
that history, click on
http://groups.yahoo.com/group/waterwoodwatchdog/message/9
(Waterwood Watchdog message number 9, dated March 3, 2001). For readers who
don't live here, Waterwood Watchdog would like you to know that WIA Board
Directors and the WIA office staff have come a LONG WAY in the past three years;
moral and services have noticeably improved in the community.
Special note to residents: Winter is here and migratory birds abound. Outdoor
writer Val Cunningham suggests leaving your flower gardens stand until next
spring instead of "cutting and raking". A garden left standing is like a
supermarket and comfortable lodge rolled into one for wintering birds. One
Black-eyed Susan seed head can contain several hundred nutritious seeds.
Multiply that by a garden full of mature seed heads and you have many pounds of
seeds and a food source that can last a good part of the winter.
Wildlife columnist Stan Tekiela (to view his columns, see
http://groups.yahoo.com/group/naturesmart-column/) advocates a backyard brush
pile for small mammals and birds to provide shelter to many bird species during
the cold winter nights. It can be nothing more than some branches and twigs
trimmed from trees over the past few years. A brush pile in the backyard near an
adjoining undeveloped lot shouldn't be an eyesore to neighbors. Flocks of Juncos
and Goldfinches filing into the pile just before sunset will burst out
the following morning at day break. END