Bill McCracken joined CA, Inc. in 2005 as chairman of its Special Litigation Committee when the company was operating under a deferred prosecution agreement after it was rocked by scandals that included the conviction of several executives including its CEO and Chairman for fraud.
A case study in corporate rehabilitation, McCracken focused on the culture of CA, which he saw as a board responsibility. McCracken describes the continuation of the company’s journey to excellence as “we’re in the fifth chapter of a 10 chapter book.”
In his panel discussion for the NACD Conference on Governance, McCracken also revealed that he believes the job of the lead director or chairman as requiring significant time—one and a half to two days a week or six or seven days a month.
Directors acknowledge a new environment where every director is spending more time on respective board assignments, especially the chairs of the audit or governance committees of the board.
McCracken took the unusual step of hiring an executive coach to help board members learn to work together and establish a company culture focused on transparency, teamwork and collaboration. “It takes time and effort to build trust.
McCracken also observed: You can’t do both jobs—serving as chairman and CEO. He has taken over as interim CEO as they search for a new CEO.
“The Chairman runs and manages the board and the CEO runs the company.”
Perhaps attending quarterly board meetings and an occasional telephonic meeting were the typical director time commitment a generation ago, but not today. Certainly, for the board to understand the risks in a corporate strategy means a much greater time commitment.
It’s a bigger job today. Without an increased time commitment and an ability to work well together, “all that experience of the directors does not get engaged.”
Clearly, management needs to take full advantage of directors and the experience they bring for the long-term growth and benefit to the company and its shareholders