Sunday, February 26, 2012

More Experts Weigh In, Criticizing Fred Hassan's Avon/Jung Decision

More and more corporate governance experts -- usually quite careful about ciriticizing current large public company board chairmen -- are speaking openly about how Mr. Hassan's misguided loyalty to another high executive has put a company he stewards in a difficult position. [Regular readers will recall here, the echo of the Carrie Cox situation(s) -- at both Pharmacia I (and Pharmacia II), and Schering-Plough.]

Having Ms. Jung "hang around" the board simply makes very difficult the task of retaining a truly hard-nosed, effective leader -- to turn the Avon debacle around. Why would a top flight person want to try to run interference between an entrenched lead director (Hassan), and the close friendly relationship he has with Ms. Jung -- now the nominal Chairman of the Board -- for two years? There are always going to be better situations that this -- for the best people, with all the right skills, it would seem. Nicely-done (again!), Fred!

In any event, here's the concluding bit from this week's Bloomberg story -- do go read it all:

. . . .Most Avon board members have worked closely with Jung for most of her tenure. Five of the nine independent directors have served on the board for a decade or longer. They include lead director Fred Hassan, managing director and partner at Warburg Pincus and chairman of Bausch & Lomb Inc.

"The kind of compromise directors reached to keep Jung on as chairman while also recruiting a new CEO serves no good purpose for investors," Charles Elson, head of the University of Delaware’s Weinberg Center for Corporate Governance in Newark, Delaware, said in a telephone interview. "But at least the board limited Jung to a two-year contract. It’s a lot harder to terminate an executive with an open-ended contract that automatically gets renewed over and over. . . ."

Caustic -- but correct, in my view. And I've plainly said so, before -- back in December of 2011.

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