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On taking them apart:‘Hogs’ and governanceFrom Strategic Governance by Hank Boerner and Mark W.Sickles. Copyright 2010 by Mark W. Sickles. Published by Gover-nance & Accountability Institute Inc. (www.ga-institute.com).

A friend of ours once bought a brand new Harley Davidson motorcycle the incomparable “Hog.”The first thing he did was take it apart completely 

and then put it back together. We asked why.

His reply: “Because it deepened my understanding of howeach part of this bike is designed to work in concert withthe other parts, and how thecombined effect is an over-all capability that could notbe achieved without carefulattention to the alignment,linkage, and interdependenceof these parts. I’ll now be ableto maximize the performanceand sustainability of this bike,because I’ll know how to re-pair or improve a part in ways

that will repair and improvethe whole.”

This is what we’re going todo for you with the UniversalPurpose of Corporate Gover-nance: Break it down into itsparts, see how the Top 10 Principles of the Strategic Gover-nance System are built into those parts, and then put it all back

together again, providing you with that deep understanding

needed to maximize the performance and sustainability of your whole organization.

Hank Boerner is chairman and CEO of Governance & Accountability

Institute. Mark Sickles, an adviser to corporate directors and execu-

tives, is the creator of the Shareholder Value Assurance methodology.

A great truthfrom Shelly LazarusFrom The Good Among the Great by Donald Van de Mark.Copyright 2011 by the author. Published by Columbia IslandPress.

Like many good people who ascend to powerful po-sitions, Shelly Lazarus, chairman of Ogilvy & MatherWorldwide, still doesn’t quite believe that she deserves

it. “I had no ambitions when I started out. I mean my wholelife was sort of an accident. I fell into marketing, I fell into ad-vertising, I fell into Ogilvy. I never intended to stay more thantwo years. I just thought it would be a good idea to spend twoyears at an ad agency.

“I stumbled my way to the top. It’s absolutely true. I justsort of found something I loved to do and I just kept doing it.And every once in a while someone would come along and puta new title on my head. Either I lack self-confidence or I havehumility but every time it was always a surprise to me and Ialways felt I wasn’t ready. It was ‘No! I can’t do that job.’ ”

Thirty-seven years after graduating from Smith College,Lazarus returned to deliver the commencement address tothe class of 2005:

“The question for you is not, ‘Can you have it all?’ The ques-tion for you is, ‘What do you really want? How can you have

Edited by James Kristie. Excerpts printed with permission

of the publishers. All rights reserved.

Book it: Best betsfor board readingFrom a roundup of new books, insights on strategic governance, talent management,

great truths, acute problems, game changers, early lessons … and college reunions.

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first quarter 2011  51

a life where you enjoy every-thing in it?’

“Can you have a life whereyou enjoy almost everythingin it? Absolutely! I know so.But first, you must jettison

the things that just don’tmatter, the things that don’tengage you, the things thatdon’t have meaning to you.And then take every ounce of energy you have and dive intowhat you love.

“There is a great truth thatI have learned on my journey:you will always be able to fitinto your life all the things

you love. It’s the tedious and the frustrating that are hard tofit in. And you shouldn’t even try.”

Donald Van de Mark was a broadcast journalist who spent more than

25 years interviewing prominent executives for CNN and CNBC.

An executive coach’searly lessonFrom Coach Yourself to Win by Howard M. Guttman. Copy-right 2011 by Guttman Development Strategies Inc. Published 

by McGraw-Hill (www.mh-professional.com).

A while ago, I wasasked to step in aftera dispute between a

male and a female executive.The male had made someremarks that were obviously sexist. The female was out-raged and complained to theCEO, demanding that hermale colleague be fired im-

mediately. The CEO believed,and I concurred, that the manwould be able to change oncehe became more conscious of his behavior. The female ex-ecutive would hear no suchtalk. In her opinion, the offender was a dyed-in-the-woolmisogynist period. “Even if he changes,” she said to me,“I’m not sure it will be in his bones.” I explained that bonesdon’t much matter. You can’t hold someone accountable forhis “bones” or his attitude; you can only hold him accountable

for his behavior.I learned very early in my executive coaching that my pri-

mary concern should be with changing behavior. That’s whatI’m hired for. As author and inspirational speaker Jo Berry fre-quently pointed out, “It’s easier to act yourself into a new wayof thinking than to think yourself into a new way of acting.”

My job is to get the people I coach to act differently.

Howard Guttman is founder and principal of Guttman Development

Strategies Inc., a consulting firm specializing in executive coaching

and team building (www.coachyourselftowin.com).

Could this be yourgame-changer?From Tell to Win by Peter Guber. Copyright 2011 by the author.

Published by Crown Business (www.crownpublishing.com).

In my life I’ve experienced tremendous success across di-verse ventures and industries, but I’ve also had a boatloadof professional tip-overs, economic mishaps, managerial

disasters, and creative flops.I’ve backed products thatleft my bank account empty and my garage full of unsoldinventory. I’ve started musiccompanies that were off-tuneand bought the Las Vegas

Thunder, a pro hockey teamthat then went on to a five-year profit-losing streak withan audience that didn’t givea puck. My movies weren’tall boffo, either. Folks triedto walk out on “The Bonfireof the Vanities” even whenit was shown on planes, andI certainly had my ups anddowns at Sony. These losses were financially and emotionally painful and often highly public. And my many successesonly made the failures that much more confounding.

For years I wondered, was I ruled by dumb luck? Or wasthere a game-changer that would enlarge my target, sharpenmy trajectory, accelerate my momentum, and shorten the dis-tance to my goal? Wouldn’t it be terrific if this game-changeralso increased the joy of the enterprise? If somebody invented atechnology that accomplished all this, they’d make a fortune!

After my loss in Vegas, it occurred to me that everybody inbusiness shares one universal problem: To succeed, you haveto persuade others to support your vision, dream, or cause.Whether you want to motivate your executives, organize yourshareholders, shape your media, engage your customers, win

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over investors, or land a job, you have to deliver a clarion callthat will get your listeners’ attention, emotionalize your goal astheirs, and move them to act in your favor. You have to reachtheir hearts as well as their minds and this is just what story telling does!

What if purposeful story telling was the game-changer I’d

been looking for all along?

Peter Guber is the former chairman and CEO of Sony Pictures and

currently heads the Mandalay Entertainment Group (www.telltowin.

com).

A rule of thumbfor college reunionsFrom Eat People by Andy Kessler. Copyright 2011 by the author.

Published by Portfolio/Penguin (www.us.penguingroup.com).

So I’m headed back formy college reunion,”I said to my friend

George Gilder.“You’re wast ing your

time.”“Why?”“I have a rule of thumb for

reunions.”“What’s that?”

“At the fifth college re-union, it’s the lawyers whoare kings. They’re out of law school a few years withjobs at New York law firms.They’re driving brand-new foreign cars and wearing customsuits while everyone else is still struggling to figure out whatthey’re going to do.”

“Go on.”“At the 10-year, everyone ignores the lawyers; they just

look tired and they’re usually already divorced. It’s thedoctors’ reunion. They’ve done their med school and intern-ships and fellowships, maybe even specialized. They have a

thriving practice at some prestigious hospital or research cen-ter. They tell fascinating stories about saving lives and going toAfrica to vaccinate poor children. It’s their turn to shine.”

“Even though they all eventually end up hating it?”“Yeah, that’s at the next few reunions, if they bother coming.

They’re overworked and their compensation constantly goesdown and they’re probably taking a few too many self-pre-scribed medications and …”

“So then who?”“Well, maybe around the 15th it’s the financiers, the Wall

Street types. But no one likes them. They call them money 

changers behind their backs. It’s at the 20th that things getinteresting, because then it’s the entrepreneurs who shine.Someone who’s figured out how to turn dust into gold, createdsome gotta-have business application or bioengineered somedrug or created a business process that transforms retail …”

“And so it’s their turn for the spotlight?” I ask.

“You would think. But lots of people who still work for bigcompanies or the government can’t get their arms aroundentrepreneurs. They got rich, too rich, so many people justassume they were lucky or had some monopoly or somehowstole the money from working stiffs who bought their stuff.”

“Jealousy?”“Sure, people are jealous. But they’re also programmed to

suspect anyone who had done well from taking too big a pieceof the pie. Like the pie was taken out of their mouths. Theydon’t realize that these guys made the pie bigger. It’s those suc-cessful entrepreneurs who created wealth for everyone else inthe room. Not the lawyers, not the doctors, not the finance guys,but the creators. Yet they end up getting grief. Go figure.”

Andy Kessler is a former hedge fund manager who co-founded

Velocity Capital Management (www.andykessler.com).

You must cultivatethe ‘Superkeeper’From The Talent Management Handbook (Second Edition),Edited by Lance A. Berger and Dorothy R. Berger. Copyright

2011 by McGraw-Hill Companies Inc. Published by McGraw-Hill (www.mhprofessional.com).

A talent strategy makes explicit thetype of investments

an organization makes today in the people whom it be-lieves will best help it achievecompetitive excellence in thefuture. A talent managementstrategy views a workforceas a portfolio of human re-

source assets that are differ-entiated based on an assess-ment of each person’s currentand potential contribution toorganization success. The talent strategies of most high-per-forming organizations contain the following three directives:1) Cultivate the Superkeeper, 2) Retain key position back-ups, and 3) Appropriately allocate training, rewards, educa-tion, assignments, and development.

The “Cultivate the Superkeeper” directive involves theidentification, selection, development, and retention of Su-

‘

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perkeepers. Superkeepers are a very small group of individuals(about 3% of an organization) who have demonstrated supe-rior accomplishments, have inspired others to attain superioraccomplishments, and embody the creed, core competencies,and values of their organization. Their loss or absence severely inhibits organizational growth because of their disproportion-

ately powerful impact on current and future organizationperformance. Bill Gates once said, “Take our 20 best peopleaway from us and I can tell you that Microsoft would be anunimportant company.”

Lance A. Berger is managing partner and Dorothy R. Berger is a

partner of Lance A. Berger & Associates Ltd., a firm specializing in

talent management, compensation, and change management. They

co-wrote and co-edited the first edition of The Talent Management 

Handbook in 2003.

On the ‘value add’of good governanceFrom Corporate Valuation for Portfolio Investment by Rob-ert A.G. Monks and Alexandra Reed Lajoux. Copyright 2011by the authors. Published by Bloomberg Press, a Wiley imprint (www.wiley.com/go/ bloombergpress).

T

here is little evi-

dence

that “good cor-porate governance,” ascurrently defined, adds value.We can prove conclusively that weak corporate gover-nance puts shareholder valueat risk, and will, over time,in most cases result in actualvalue loss. We can prove thiswith regard to total share-holder returns, and also withregards losses as defined through successful securities litiga-tion. We can infer from this that good corporate governance

is essential to achieving and maintaining maximum value. Butthis is still not the same thing as proving that good corporategovernance adds value.

The main flaw in this premise is that there cannot possibly be one single model of good corporate governance that can beapplied equally well to all public corporations; both owner-ship and corporate maturity must be taken into consideration,and a flexible spectrum of good corporate governance modelssupported. The typical good corporate governance model em-braced by the proxy advisory firms and most other observersis most appropriately applied to relatively mature, widely held

corporations, but has far less relevance to controlled compa-nies, founder firms, most family firms, and many recent IPOs.The most conclusive studies have sidestepped the full impactof this problem by focusing on just one aspect of governanceat a time, such as takeover defenses or compensation.

The main point is that good governance is not additive but

essential.

Robert A.G. Monks is a pioneering institutional shareholder activist.

He founded Institutional Shareholder Services Inc., and has authored

or coauthored a number of books in the governance field (www.

ragm.com). Alexandra Reed Lajoux is chief knowledge officer of

the National Association of Corporate Directors and a past editor of

Directors & Boards .

An acute problem

for senior executivesFrom The Leadership Pipeline by Ram Charan, Steve Drotter,and Jim Noel. Copyright 2011 by John Wiley & Sons Inc. Pub-lished by Jossey-Bass, a Wiley imprint (www.josseybass.com).

Failure to seek or listen to feedback is an especiallyacute problem for senior executives. It’s not that they’reaverse to certain types of feedback; they’re always ask-

ing for feedback on new programs and products. What they don’t actively seek or what they turn a deaf ear to isunsolicited feedback about themselves. Specifically, they’re not

interested in hearing how they’re leading or how and why they should do things differently. In some instances, they’re notinterested in this feedback because it doesn’t fit their definitionof leadership. To them, beinga leader means staying thecourse in the face of adversity,which is appropriate up to apoint. If they were to listento every negative commentor critical suggestion, they’dnever follow through on aninitiative or get anything ac-complished.

Leaders who avoid failureare open to feedback andskilled at analyzing whetherit has merit.

Ram Charan is an adviser to CEOs

and corporate boards. Stephen

Drotter is CEO of Drotter Human Resources and was one of the

original designers of GE’s succession planning process. Jim Noel is

a retired consultant and executive coach and a former manager of

executive education and leadership development at GE.