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Many corporate boards have an "executive chairman" which means the CEO is also the Chairman of the Board. Perhaps even more importantly a substantial number of board members are executives from other companies, meaning CEOs sit on each others boards and wash each others' backs.


I have to wonder if it should be considered a legal conflict of interest for a CEO to sit on the board at all, forget being chairman.

The powerful really love rigging stuff in their favor huh


It is know since companies have existed that this is indeed bad corporate governance. The CEO should be firable at the leisure of the board, and the board at the leisure of the shareholders.

What seems to happen often is blurried lines: the ceo founder is majority shareholder, the board is his family, friends and paid lawyers, the shareholders are asleep at the wheel as long as some profits rain in, the regulator finds no law broken.

Tesla is a model of bad governance, to the point the harshest sanction a regulator could levy against their chairman/ceo for manipulating the stock price, a capital sin, is to make him only CEO, while not removing his family members from the board... a systemic european bank is the model of good governance: you can see epic ceo vs board fights, shareholder revolutions etc etc.


Actually this isn't the whole truth. There is a substantial body of literature around the effect of merging both positions or not and it is not really conclusive in any direction.

You mention Europe but for instance in France it has been a corporate tradition too have both merged and separation has statistically lead to a significant underperformance.

FYI it is called the agency vs stewardship theories and currently it seems like a academically the stewardship is slightly favored.


Unfortunately, no organizational structure exists which guarantees optimal outcomes. Everything depends on the actual individuals who occupy the roles.

Such structures should ultimately be up to the shareholders.


> no organizational structure exists which guarantees optimal outcomes

I like the structure of bee colonies.

The queen controls the temperament, the workers control the queen and adjust the rate of growth or contraction. Periodically workers replace her with one her of daughters (via regicide).

I'm not sure what the takeaway here is though, as I don't like the idea of a monarchy or of communism.


Hmm, how insightful.

Let’s dig into this.

- Queen stops producing workers and is replaced by workers (regicide) or replaced by beekeepers (ie. shareholders)

- Bees due to disease or other calamity don’t provide enough honey for their shareholders and they lose their hive and possibly life more than likely

I’d prefer not to lose my life if I don’t produce at work if workers or shareholders aren’t happy


Kinda strange which parts you decided to view as metaphorical and transplant, such as shareholders, and which you decided we're integral to the idea and needed to stay, such as the death of hive members.

I think there might actually be some interesting things to consider if a hive-like approach was used for a business, but I'm not sure your assessment really gets to the heart of it.

In some ways, it's kind of like a co-op.


The really interesting part would be when winter hits and the Queen stops producing workers to downscale the hive (i.e. mass layoffs), then the insane period in spring where mass hiring starts...

Certainly a fun idea to play with


Well…

First, its not like bees get to negotiate their salaries and seek employment elsewhere.

Secondly, at scale you have to consider large beekeeping operations or even small ones which all have…shareholders.

So either the co-op needs to take into consideration societal and personal needs (ie. crime, health, housing) or your comparison needs to be rooted in basic economics (ie. supply, demand, labor markets).

Which is what the OP meant by “monarchy or communism” because fundamentally bee societies are more akin to government than business.

BUT, lets ask the bees what they think. I’m sure they’d prefer modern Westernized human employment over a labor camp like existence ;)


> First, it’s not like bees get to negotiate their salaries and seek employment elsewhere.

They switch hives by accident, the beekeeper can cause it (to beef up a weak colony or by accident) and sometimes they do it intentionally, the males in particular.


> I’d prefer not to lose my life

I'm not sure why you jump to this extreme. Being removed from your job sounds about right.


I meant a human organizational structure.


Boards could have ICs that are voted in by fellow employees.


Better have an air tight employment contract if you’re expected to speak up and keep the executive management honest.


> The powerful really love rigging stuff in their favor huh

You say that like there's anybody that doesn't. The powerful just have more scope to actually do so.


That whole setup could use some free market love.


This is going to start happening to an extent now that there actually is a free market, after...whatever that last decade was.


> now that there actually is a free market

???


Please, excuse me. But, what?! I honestly cannot make out what you're trying to reference.


I'm referring to the money printer that hid most problems plaguing corporate America. Why would shareholders care about mismanagement when their shares were going up 10x regardless?


I think the ??? was about your use of the word “now”


I think the ideas that the money in printer is broken. now when the tide goes out we will see who is not wearing any bathing suits


You shouldn't be allowed to sit on multiple boards or as a CEO/VP in any company


Wash?




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