Management Missteps In '04 Hurt Companies, Endangered
Rejecting bad news. Managing crises poorly. Failing to practice what they preach. These and other blunders caused customer and employee distress, investor discontent, boardroom angst and other turmoil over the past year. Here are my picks of some of the biggest management mistakes of 2004:
Merck's top executives put customers at risk for years -- and badly damaged the company's reputation -- by countering concerns raised by outside scientists about the potentially serious side effects of Vioxx, its big-selling painkiller. When CEO Raymond Gilmartin announced in September that Merck was pulling Vioxx off the market because of a study that tied the drug to heart-attack and stroke risks, he said that the findings were "unexpected" and that Merck was responding swiftly to the results.
But internal Merck e-mails suggest the company fought for more than four years to quash safety concerns raised by academics and other researchers about the cardiovascular risks of Vioxx.
Objecting to bad news doesn't make it go away; it only causes spiraling problems. The drug maker now faces lawsuits from families of those who suffered heart attacks after taking Vioxx. The drug's withdrawal has also cost Merck trust among investors, who have seen the value of their holdings plunge since September, and could force the company into a merger.
If that happens, top Merck executives are protected with so-called golden parachutes. Earlier this month, Merck's board awarded more than 200 executives, including the senior management committee, rich severance packages in the event the company is sold. CEO Gilmartin and other top executives could receive as much as three times their annual base salary and target bonus. Merck has said its board began working on the packages long before the Vioxx recall. Asked for comment, a Merck spokeswoman said, "Merck acted responsibly and appropriately in its handling of Vioxx."
Weak crisis management among directors prolonged an accounting scandal at Computer Associates. In October 2003, directors forced out Chief Financial Officer Ira Zar and two of his lieutenants over what appeared to be widespread fraud at the company. Mr. Zar pleaded guilty in April 2004 and told investigators that two other top executives were also involved. One of these was later revealed to be CEO Sanjay Kumar.
Rather than ask for Mr. Kumar's resignation, directors asked him to take a lesser role as chief software architect. Two months later, in June, Mr. Kumar quit that job as well, saying his continued involvement was "not helping the company's efforts to move forward." In September he was charged in a 10-count indictment as a key participant in the accounting fraud and its coverup. Directors at the Long Island, N.Y., software maker should have shortened the months of turmoil at the company by cutting their ties with Mr. Kumar more swiftly.
"Computer Associates' board of directors acted quickly and decisively once it became aware of the misconduct of certain members of former management," says Chairman Lewis S. Ranieri. "The board has now brought in a new management team and put the company in the best possible position to move forward."
Organizations that don't practice what they preach risk undermining their credibility with constituents. TIAA-CREF, the nation's largest institutional investor and a leading corporate-governance activist, had egg on its face earlier this month when two of its trustees resigned over a business venture they formed last year with Ernst & Young, TIAA-CREF's independent auditor. Outside auditors are prohibited from forming business ventures with audit clients, including their executives, board member or trustees, according to federal auditor-independence rules.
Herbert Allison, TIAA-CREF's chairman and CEO, learned about the independence violation from Ernst & Young in August. He informed the trustees of TIAA and CREF and the head of the company's powerful board of overseers but not the other overseers until a day before the matter was disclosed in an SEC filing. Although he wasn't legally obligated to tell all of the overseers about the violation, disclosure of important business and ethical matters to boards is something TIAA-CREF has long encouraged corporate executives to do.
"The company's independent trustees addressed the problem and took the right actions on behalf of its plan participants," a spokesman says.
The SEC has agreed to let Ernst conclude this year's audit, but TIAA-CREF is seeking to hire a new accounting firm for the future.
Governance and leadership problems also hit the California Public Employees' Retirement System, the huge public pension fund that crusades for better corporate governance. Sean Harrigan, its president, wasn't reappointed by the state personnel board after the fund was criticized for meddling in labor-union issues with little connection to improving shareholder return. Mr. Harrigan played a role in Calpers's efforts to intercede on behalf of striking Safeway employees, who are members of a food-workers' union where he is a top executive. He blamed his ouster on pressure by Gov. Arnold Schwarzenegger's administration and corporate lobbying groups.
2004年重大管理失误案例解析
在过去的一年中，公司管理层不想听坏消息、没有恰当处理危机、没有言出必践等重大失误导致客户和雇员的不满、令投资者失望、让董事们坐卧不安，还引发了其他的纷扰。下面是我挑选的2004年管理失误的几个重要案例。
默克公司(Merck)的高层管理者不断反击外界科学家对其畅销止痛药万络(Vioxx)可能发生的严重副作用的质疑，使患者多年来面临生命威胁，也使公司的声誉受到严重打击。公司首席执行长雷蒙?吉尔马丁(Raymond Gilmartin)9月份宣布从市场召回万络，原因是有研究显示万络使患者心脏病发作和中风的风险加大，但他当时称这些研究发现是“出乎意料”的，并且公司对此作出了迅速的反应。
可是，默克内部的电子邮件却显示，其实四年多来公司内部一直努力掩盖学者和其他研究人员对万络安全性的质疑。
不想听坏事并不能让坏事消失，任其发展只会造成更大的问题。这家制药公司正面临服用万络后心脏病发作的患者家庭的诉讼。召回万络也让投资者对默克失去了信心，他们持有的默克股票从9月份以来一跌再跌，甚至有可能导致公司被收购。
如果真是那样，默克的高层领导人还可以受到所谓的“金降落伞”的保护。本月初，默克董事会针对包括高级管理委员会成员在内的200多名管理人士制定了一项补偿计划，假如公司一旦被收购，他们将获得高额的补偿。首席执行长吉尔马丁和其他高层管理人士获得的补偿金将三倍于他们的基本年薪和目标奖金。默克表示，早在万络被召回之前的很长时间，公司董事会就已经开始考虑这项计划了。当记者采访默克发言人时，她说，默克公司对万络事件的处理非常负责，采取了很恰当的措施。
薄弱的危机管理使冠群电脑(Computer Associates)的会计丑闻拖了很长时间。2003年10月，公司董事会因前首席财务长艾拉?扎尔(Ira Zar)及其两名下属涉嫌欺诈而迫使其离职。扎尔今年4月服罪，并向调查人员透露另外两名高级管理人士也有牵连，后来发现其中一人就是的首席执行长桑杰?库马尔(Sanjay Kumar)。
最初董事会并没有让库马尔立即辞职，而是将其降职为首席软件设计师。两个月之后的6月份，库马尔才辞去在冠群电脑的工作，称他“继续呆下去不利于公司的发展”。9月份，作为参与并试图掩盖会计欺诈行为的主要涉案人，他受到10项指控。如果冠群电脑的董事们能够更加果断的断绝与库马尔的关联，那这件丑闻可能早几个月就结束了。
冠群电脑董事长路易斯?云尼亚里(Lewis S. Ranieri)表示，公司在发现前一届管理层存在不当做法后，立即采取了果断的行动。董事会现在已经任命了新的管理层，为公司未来发展做好了的准备。
不能够履行自己承诺的组织会失去人们的信任。美国最大的机构投资者、积极倡导公司治理的TIAA-CREF本月初自打耳光，公司两位托管人本月初辞职。这二人去年与TIAA-CREF的独立审计机构安永会计师事务所(Ernst & Young)组建了公司。联邦独立审计原则规定，外部审计机构不得与其公司客户及其管理人员、董事会成员或托管人成立公司。
TIAA-CREF董事长兼首席执行长希伯特?埃利森(Herbert Allison)今年8月份从安永获悉此事。他立即将此事通知TIAA和CREF的托管人以及监事会主席，但直到要向美国证券交易委员会(SEC)披露的前一天才通知其他监事会成员。尽管从法律上说，他并没有义务必须告诉所有监事会成员这件违规事件，可是，TIAA-CREF长期以来一直鼓励管理人士向董事会和监事会披露重大业务及职业道德事件。
