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Corporate Governance
: The Race to the BottomAutomobile Manufacturers and Corporate Governace Reform
By J. Robert Brown
The planned bailout for the auto makers looks like it may include a seat on the board for the unions, a payback for worker concessions. This was done back in the era of the bailout of Chrysler when Douglas Fraser sat on the Chrylser board from 1980 until 1984.
A position on the board has benefits for all shareholders. These directors will ensure that the board is less "captive" and less beholden to the CEO. On the other hand, directors have fiduciary obligations to shareholders. Putting a top union official on the board may tie his or her hands with respect to the use of information obtained while serving as a director.
Nonetheless, this is a bold and positive step forward. The current state of affairs at the auto makers can be attributed at least in part to boards that mirror the CEO and provide no real meaningful oversight. This Blog has been calling for real shareholder representation on the boards as a condition for the bailout. Negotiations by the unions are making this a reality.
Full post as published by The Race to the Bottom on December 08, 2008 (boomark / email).
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