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Originally published February 2, 2013 at 8:00 PM | Page modified February 3, 2013 at 12:53 PM

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Boeing board of directors, where are you?

Special to The Seattle Times

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They're in Chicago where they don't have to listen to those annoying engineers bringing... MORE
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Boeing has deployed hundreds of engineers to fix the battery-related trouble that grounded the 787.

But what about its 10 supposedly independent directors, who serve on the board chaired by Chief Executive James McNerney?

In storybook capitalism, the board oversees management, looking out for the interests of shareholders and the broader health of the company. This is rarely the way it works in practice, even after the so-called shareholder-rights movement that began in the 1980s as a backlash against “imperial management.”

Most major companies have more independent directors today and trumpet rigorous standards of corporate governance. But most boards remain too close to management, usually from the same class, sharing the same world views. Activist proposals go nowhere at annual meetings. Compensation for top management continues to rise astronomically.

Also, most major corporations don’t separate the top jobs, having one person serve as chairman and chief executive, an inherent conflict of interest.

On the other hand, JPMorgan Chase’s board last month cut the compensation of Jamie Dimon by half for the “London Whale” trading debacle. Dimon will still make $11.5 million, but at least it’s a symbolic attempt at accountability.

It usually takes a financial calamity to wake up a board. In 1992, the late John Smale led an independent directors revolt at General Motors that forced out the chairman/CEO and, as Automotive News put it, “sent tremors through most of corporate America.”

Alas, Smale’s reforms didn’t spread. Ahead were Enron, WorldCom, HealthSouth, Tyco International, and then the run-up to the financial crash, including a starring role for Washington Mutual. GM required a federal bailout. And after each costly, job-killing calamity, we were left to ask: Where was the board?

In Boeing’s case, I asked Nell Minow, of GMI Ratings, an independent research company, and an expert on corporate governance.

“Boeing has poor corporate governance, most notably a board that repeatedly approves an executive-compensation plan that fails to impose meaningful consequences for failure to perform,” she said.

Indeed, McNerny never suffered a financial penalty as the Dreamliner endured repeated, costly delays and became a case study in how not to outsource a revolutionary new airplane.

Minow told me that if board members wanted to signal they are on top of the crisis, “they will have to take immediate steps: Adding a new director with expertise in engineering and operations, setting up an independent board committee to evaluate the aircraft thoroughly and determine that all problems have been identified...”

In addition, the board should independently investigate the failures in communication and testing, “improving the alignment of pay and performance throughout the company. They should also designate one or more directors to meet with shareholders to answer their questions,” she said.

None of this has happened. Instead, last week Chief Financial Officer Greg Smith stated that the earnings forecast, “assumes no significant financial impact resulting from the FAA directive on the 787 program.” He left the door open to the possibility. “If this assumption changes after we have gained greater fidelity, we will let you know,” Smith told analysts and reporters.

The board is filled with heavy-hitters.

Among its members: Reagan chief of staff and uber-schmoozer Ken Duberstein; retired Admiral Edmund Giambastiani (a former vice chairman of the Joint Chiefs of Staff); and former U.S. Trade Representative Susan Schwab;

Nor is the board lacking in business expertise. David Calhoun is chief executive of Nielsen Holdings. It has four former CEOs: Lawrence Kellner (Continental Airlines), Arthur Collins (Medtronic), Ron Williams (Aetna) and Mike Zafirovski (Nortel). Linda Cook was a senior executive at Royal Dutch Shell.

Boeing’s board even has a man experienced in crisis management and its perils: Ed Liddy. He was picked by then-Treasury Secretary Hank Paulson to run AIG as the financial crisis was turning into panic. Although Liddy took a token $1 salary (plus expenses), the insurer was bailed out with $84 billion in taxpayer money.

He defended a lavish company retreat at the St. Regis Resort in California. He presided over $165 million in bonuses handed out to employees at a company that nearly pushed the world economy into a depression.

McNerney, Calhoun and Zafirovski all come out of high positions at General Electric, where McNerney was the runner-up to succeed Jack Welch as chief executive.

Taken together, it’s a cozy board largely of elite professional managers and political movers. The risk of living in a bubble is significant. There’s no shareholder activist. No union member. No cantankerous John Smale to ask tough questions and demand change. Not one aircraft engineer.

The latter is no cure-all: Phil Condit, who moved the headquarters from Seattle to Chicago and underestimated the Airbus threat among other blunders, was an engineer.

He served as Boeing’s chairman and chief executive from 1996 until he was forced out in a scandal involving bidding for the Air Force tanker in 2003.

It was also the last time this weak board showed any spine.

You may reach Jon Talton at jtalton@seattletimes.com

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