CEO遴选风险重重 个人品德渐受重视
The Perils of Picking CEOs
At a time of great turmoil at the top of many iconic American companies, the job of vetting and selecting CEO candidates has gotten tougher.
Even a decision to go with an insider doesn't ensure a smooth transition. Disney's announcement last weekend that Robert Iger will be the next CEO ended a five-month search but left directors in a standoff with dissident shareholders. Roy Disney and Stanley Gold, former Disney directors who last year led a shareholder revolt, denounced the board's search as a "sham" and the selection of Mr. Iger -- Disney's No. 2 executive and current CEO Michael Eisner's favorite -- as a "rigged" choice.
It's rare for a newly picked CEO to face this level of criticism, but it's an indication of the perils confronting directors at the growing list of brand-name companies seeking new leaders, including Boeing, Hewlett-Packard, Merck and Fannie Mae. Every day, it seems, another CEO at a major public company steps down or is dismissed, leaving directors scrambling for a successor.
The list of criteria boards must weigh is also lengthening. Boeing's dismissal last week of CEO Harry Stonecipher, after directors learned about his explicit e-mail to a female employee with whom he was having an affair, is increasing the pressure to scrutinize candidates' private conduct as well as their professional records. That involves not just making certain that CEO choices haven't committed fraud, cheated on expense accounts or performed other dishonest business acts, but also determining if their personal behavior disqualifies them as leaders. Among such behavior: a drinking problem, failing to file personal income-tax returns or a history of making unwanted sexual advances to colleagues or subordinates.
"We may have just entered the post-Stonecipher era in executive searches," says Robert Brudno, managing director of Savoy Partners, a Washington, D.C.-based search firm.
This doesn't mean that boards are about to start investigating the dating histories of prospective CEOs. Indeed, "if every executive who ever had an extramarital affair at some point in his life was ruled out, you'd quickly run out of candidates," Mr. Brudno says. And as Boeing noted in its announcement about the departure of Mr. Stonecipher, he was asked to leave because he violated the code of conduct he had helped to draft, which prohibits any behavior that may embarrass the company, rather than because of his relationship with another Boeing executive.
But boards do need to give more weight to a prospective CEO's integrity, and that requires that they understand "the bright line between morality and integrity," says Scott Flanders , the CEO of Columbia House, a New York mail-order marketer of music and videos.
Many people "might be offended by the [four-letter] words that a lot of CEOs use," he notes, but not liking someone's language or their sexual preferences "is a moral judgment, which is very subjective," he says. Integrity, by contrast, is about telling the truth -- "and it should always be strike three, you're out, if you lie to your board, your secretary, employees or anyone you do business with," he adds.
While lying to your wife may appear to fall into that category, it's really conduct that compromises your company that matters. After all, there's no Sarbanes-Oxley Act for sex.
Amid the heightened concern about a wide range of candidate traits, boards still have to choose leaders who can actually run the company's businesses. Directors who vet a candidate's character but choose someone who doesn't understand a company's culture, strategy, products and biggest challenges -- or simply can't win the trust of subordinates -- fail investors.
There are all too many examples of CEOs who were named to top jobs after lengthy searches -- from Richard Brown at Electronic Data Systems to Carly Fiorina at Hewlett-Packard -- who then replaced veteran managers and laid off employees, only to be ousted themselves, with rich severance deals, when they couldn't achieve profit growth.
The tougher standards are producing longer, more rigorous searches even when the corner office is already vacant. Directors at Office Depot spent five months searching for a new CEO before yesterday naming Steve Odland, who was CEO at AutoZone. And directors at Computer Associates vetted John Swainson over a three-month period before naming him president and chief executive-elect last November. The company's prior CEO has been charged with accounting fraud.
"Every aspect of my personal lifestyle was investigated [before] I took the job," says Mr. Swainson, who became CEO last month. Among those contacted about Mr. Swainson were scores of people he had worked with at IBM, where he was employed for 26 years. Mr. Swainson also had numerous interviews with the board search committee and the nominating committee, as well as individual meetings with directors.
Character issues that weren't even considered in the course of an executive search five or 10 years ago now get a lot of attention, says Michael Allison, CEO of International Business Research, a corporate-investigations firm in Princeton, N.J. A routine check on the Internet, Mr. Allison notes, can quickly uncover whether executives have been arrested or targeted in race- or sex-discrimination suits, filed for personal bankruptcy, or misrepresented their education or work experience, among other things.
During one background check, Mr. Allison learned that a candidate for a top job was once charged with drunken driving. He was subsequently dropped from the prospect list. "It wasn't so much that he'd had four glasses of wine but that he showed poor judgment in driving afterward," says Mr. Allison. "He certainly earned enough to take a cab," he adds.
Michael Leven, CEO of U.S. Franchise Systems, an Atlanta-based hotel chain, predicts that CEO candidates "may soon have to undergo the kind of FBI clearances given to prospective cabinet members. And," he adds, "that may be appropriate given the money they earn and the responsibilities they're given."
Standards about what constitutes good personal conduct vary considerably across companies, industries and countries, however. Most European, Latin American and Asian-based companies wouldn't consider booting a CEO over an extramarital romance and can't understand Boeing's decision, says Mr. Brudno. "Some overseas companies are still paying for apartments for their top executives' mistresses," he adds.
In the U.S., most companies no longer prohibit consensual romances between employees, whether they are single or married, as long as neither person reports to the other. And if Mr. Stonecipher "had been CEO at a retail or entertainment company, he might have just gotten a slap on the wrist," especially after acknowledging he had erred in writing explicit e-mail on the company's computers, says Mr. Brudno.
But Boeing had little choice but to oust Mr. Stonecipher even after he acknowledged his mistake. The former CEO had been brought back from retirement 15 months ago to bolster ethical standards following a string of scandals at Boeing.
"One of the rules of doing business with Boeing's biggest customer -- the government -- is being discreet," says Mr. Brudno.
Executive recruiters must also be discreet when vetting CEO candidates. They can't, for example, officially ask questions that may be deemed discriminatory, such as a candidate's age, race, religion or marital status. "I do ask about health, any history of a drinking or drug problem or a financial problem that could embarrass the company, and I encourage candidates to tell me upfront about anything that will come out anyway in background checking," says executive recruiter Pat Cook, head of Cook & Co., a Bronxville, N.Y., search firm.
Columbia House's Mr. Flanders says he asks specific questions to ensure honest answers. Instead of inquiring what a candidate earned at a prior job, he asks, "What income figure did you have on your W2 form last year? It's interesting to see the number of people who then start to backtrack about what they claimed their salary level was," he adds.
But candidates' references, along with the former colleagues and others whom recruiters seek out, often provide the most revealing information. Jim Citrin, a managing partner at recruiter Spencer Stuart, says his ears perked up when a reference described one executive candidate as "eccentric, with some odd habits." A second reference who worked with the candidate said the same thing but, like the first, wouldn't give any details.
Finally, a third said the candidate "spent a lot of time at work surfing pornographic Web sites," Mr. Citrin says. He gave that information to his client, who didn't hire the candidate.
CEO遴选风险重重 个人品德渐受重视
在许多美国大公司高层纷纷落马之际，如何选择以及评判首席执行长的人选也变得更加困难了。
即使从公司内部选拔，也难以确保权力的顺利交接。上周末迪斯尼(Disney)宣布任命罗伯特?伊格尔(Robert Iger)为新任首席执行长，结束了为期5个月的遴选过程，但迪斯尼的董事们就此站在了意见相反的股东们的对立面上。去年带领股东发起抗议的罗伊?迪斯尼(Roy Disney)和斯坦利?戈德(Stanley Gold)两位前任董事宣称，董事会的遴选过程是一场“骗局”，而公司的二号实权人物兼现任首席执行长迈克尔?埃斯内尔(Michael Eisner)的爱将伊格尔当选纯属“内定”。
新当选的首席执行长还没上任就遭遇这种严厉的批评虽属少见，但也体现了大批知名企业的董事们挑选新领导人时面临的种种风险。需要选择新任掌门人的大型企业越来越多，包括波音公司(Boeing)、惠普公司(Hewlett-Packard)、默克公司(Merck)和联邦国民抵押贷款协会(Fannie Mae, 简称：房利美)。似乎每天都能听到又一家著名上市公司的首席执行长离职或者被劝退的消息，让公司董事们开始紧张挑选继任人选。
董事会必须权衡的各项标准也越来越多了。波音公司上周迫使首席执行长哈里?斯通塞弗(Harry Stonecipher)离职，就是因为他与一位女性存在暧昧关系，且言辞直白的电子邮件被董事会知晓。这给董事会挑选继任人选增添了更大压力，不但要审核候选人的职业资格和经历，还要考察他们的个人行为。也就是说，中选的首席执行长不但要身家清白，从未犯过欺诈、旅费报销作假或者其他不诚实的商业行为，还要有高洁的个人品行，堪为模范，才能领导整个公司。这些需要考察的个人品行包括：酗酒、未及时登记个人所得税的返还、或对同事或下属有过性侵犯行为等等，不一而足。
猎头公司Savoy Partners的董事总经理罗伯特?布鲁德诺(Robert Brudno)说，“在挑选高层管理人士方面，我们可能已经进入了后斯通塞弗时代。”
但这并不是说董事会要开始调查候选人的约会纪录了。老实说，“如果所有曾有婚外情的人都被排除在外，那么很快我们就找不到候选人了，”布鲁德诺如是说。而且，就像波音在宣布斯通塞弗离职的声明中所说，他被劝退是因为违反了自己参与制定的公司职员行为准则，即令公司蒙羞，而非因为与另一位波音管理人士有私情。
但董事会在评估候选人时，也的确需要更多偏重个人品德。通过邮件推销音乐和录影带产品的Columbia House的首席执行长司各特?弗兰德斯(Scott Flanders)说，为此董事们必须懂得如何区分道德和品德。
他说，“听到首席执行长们口出粗言，很多人可能都会感到不快。但不喜欢某人的措辞，或者不喜欢他的性取向，是一个道德评判，很主观。”而品德，关乎坚持事实和真理。“如果在工作中向董事会、秘书、员工或者任何人撒谎，那就要出局了。”
虽然候选人的种种个性特点对于能否中选变得越来越重要了，但董事会还是应该选择能够真正带领公司经营业务的人选。他必须了解企业文化、公司战略、产品和面临的最大挑战，简而言之就是必须赢得下属的信任，否则无论董事们如何看好候选人的品格特征，都是辜负了股东的信任。
很多经过长期严格筛选后走马上任的首席执行长们──从电子咨询系统(Electronic Data Systems)的理查德?布朗(Richard Brown)到惠普的卡丽?费奥瑞娜(Carly Fiorina)── 上任后都是大刀阔斧更换资深员工并裁员，最终令自己被扫地出门。因无法实现利润增长目标而黯然离职的同时也得到了大笔遣散费。
日益严格的标准导致遴选时间更长，过程也更残酷，哪怕转角办公室已经人去楼空。Office Depot的董事们经过长达5个月的筛选，终于在周一宣布任命AutoZone原首席执行长史蒂夫?奥德兰德(Steve Odland)为新任掌门人。冠群电脑(Computer Associates)的董事们在去年11月选举约翰?斯温森(John Swainson)为总裁兼首席执行长后，又让他经历了3个月的考察期，才正式任命。冠群电脑的前任首席执行长被控犯有会计欺诈罪。
上个月刚刚履新的斯温森说，“我的私人生活方式，方方面面都被查的底朝天。”他在国际商业机器公司(IBM)供职26年期间的不少同事都为此接受了询问。他自己也被冠群电脑董事会的遴选委员会和提名委员会多次召见，还和一些董事单独会晤过。
企业调查机构International Business Research首席执行长迈克尔?埃里森(Michael Allison)说，要在5到10年前，挑选一位首席执行长根本不用考虑候选人个性问题。只要在互联网上一查，很快就能发现候选人是否因种族或者性别歧视问题被拘捕或指控，是否申请过个人破产，或者递交过虚假的受教育经历或工作经历，等等。
在一次候选人背景调查中，埃里森得知某个高级职位的候选人曾经酒后驾驶，就毫不犹豫地把他从候选名单上划掉了。“他喝了四大杯酒并不是问题，但酒后还要开车就表明他判断力不够，”埃里森解释说，“以他的收入，打车回去根本不是问题。”
亚特兰大连锁酒店U.S. Franchise Systems的首席执行长迈克尔?莱文(Michael Leven)预计，首席执行长的候选人们也许用不了多久就要接受美国联邦调查局(FBI)针对国会议员候选人那样严格的调查了。不过，他也表示，从他们获得的薪酬和承担的责任来看，这么做也很恰当。
不过，何谓良好的个人行为，在不同的公司、行业和国家都有不同的含义。布鲁德诺说，欧洲、拉丁美洲和亚洲的很多公司通常并不会因为婚外恋曝光就迫使首席执行长辞职，对波音公司的做法感到难以理解。他说，很多海外公司甚至会为高级职员的情妇租一套公寓。
在美国，大多数公司也不再禁止员工之间的自愿性行为，无论是单身还是已婚员工，只要双方不向他人告发。布鲁德诺还说，如果斯通塞弗是一家零售企业或者娱乐公司的首席执行长，公司只会为此对他略施薄惩，尤其是在他已经承认用公司电脑写电子邮件传情违反规定的情况下。
但对波音来说，即使他已经认错，但除了让他离任之外几乎别无选择。斯通塞弗15个月前刚刚放弃退休生活，重返波音，目的就是帮助公司在一系列丑闻后重建道德标准。
布鲁德诺说，政府机构是波音最大的客户，而同政府做交易应该遵循的规则之一就是谨言慎行。
挑选高级职员的人在审核首席执行长候选人时也应该谨言慎行。比如说，他们不能对可能含有歧视意味的问题发问，包括年龄、种族、宗教信仰或者婚姻状况等。猎头公司Cook & Co.老板帕特?库克(Pat Cook)说，“我的确会问到健康状况、是否酗酒或者吸毒、或者遭遇过财务窘境等可能会让公司蒙羞的问题。我也鼓励他们坦率说出自己觉得可能会在背景调查中遭到质疑的任何问题。”
Columbia House的弗兰德斯说，他会提出针对性很强的问题，确保候选人给出最诚实的回答。他不问候选人前一份工作赚多少钱，而是问：“去年你在W2表格上填的收入数据是多少？”他说，看到候选人们用心回忆推算自己的薪金时，场面会很有趣。
不过候选人的介绍人，还有招聘人员找到的以前同事和其他人提供的材料往往最能揭示现实。猎头公司Spencer Stuart的董事合伙人吉姆?斯特林(Jim Citrin)说，每当一份介绍材料称候选人“有些古怪习惯”时，都会打起精神。第二份材料也谈到同一件事，但也没有描述细节。
最后，第三份材料称候选人“花费很多工作时间浏览色情网站”，斯特林说。他把这条信息告知客户，结果客户没有聘任这位候选人。
