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

Nell Minow, editor and co-founder of the Corporate Library and most recently the subject of a New Yorker profile took to the podium for the opening of the International Corporate Governance Mid-Year Conference in Washington and in her inimitable style called them as she saw them.

Wall Street executives are no different than the welfare queens–they’re taking our money, opined Minow. “They are capitalists on the way up and socialists on the way down.”

Clawbacks are meant to be punitive, she agrees:  “It’s not your money–you didn’t earn it.”

In her view, too big to fail means the company is a utility and those who manage utilities need to be paid accordingly.  Her view is that “too big to fail is really too big to succeed.”

“Remember when we gave Chrysler $1.8 billion?  We thought that was a lot of money. AndLee Iaococca wouldn’t take more than $1 in salary until Chrysler was outperforming the competition. Let’s remember what we learned from that.”

Minow believes that outsized pay packages are a risk indicator especially in the way they describe their programs.   “Companies tell us that they have established principles and accompanying metrics.  We like it when we hear that there are nine principles for compensation.  We hear a number and the word, metrics.  But then the next sentence is that the company will pay out IF any ONE of those metrics are met.”   Clearly, this is not what she had in mind.

Boards are really asked to be disagreeable, says Minow. “It’s the duty of the board to imagine the worst and deal with it, like a mystery novel writer.”

In her brief remarks, Minow showed that she cares passionately about these ideas.  “It’s up to us to fix corporate governance. It’s not the government but the boards and the shareholders.  It’s our responsibility for capitalism to work.”

Nell Minow, editor and co-founder of the Corporate Library and most recently the subject of a New Yorker profile took to the podium for the opening of the International Corporate Governance Mid-Year Conference in Washington and in her inimitable style called them as she saw them.

Wall Street executives are no different than the welfare queens–they’re taking our money, opined Minow. “They are capitalists on the way up and socialists on the way down.”

Clawbacks are meant to be punitive, she agrees:  “It’s not your money–you didn’t earn it.”

In her view, too big to fail means the company is a utility and those who manage utilities need to be paid accordingly.  Her view is that “too big to fail is really too big to succeed.”

“Remember when we gave Chrysler $1.8 billion?  We thought that was a lot of money. AndLee Iaococca wouldn’t take more than $1 in salary until Chrysler was outperforming the competition. Let’s remember what we learned from that.”

Minow believes that outsized pay packages are a risk indicator especially in the way they describe their programs.   “Companies tell us that they have established principles and accompanying metrics.  We like it when we hear that there are nine principles for compensation.  We hear a number and the word, metrics.  But then the next sentence is that the company will pay out IF any ONE of those metrics are met.”   Clearly, this is not what she had in mind.

Boards are really asked to be disagreeable, says Minow. “It’s the duty of the board to imagine the worst and deal with it, like a mystery novel writer.”

In her brief remarks, Minow showed that she cares passionately about these ideas.  “It’s up to us to fix corporate governance. It’s not the government but the boards and the shareholders.  It’s our responsibility for capitalism to work.”