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“A Cozy and Lucrative Club.”

The New York Times seems determined to keep writing about the scandal of university presidents serving on multiple corporate boards. Good.

The piece has a headline and a sub-headline.

The Academic-Industrial Complex

A Fear That Academics are Distracted Directors

Some analysts worry that academics are possibly imperiling or compromising the independence of their universities when they venture onto boards. Others question whether scholars have the time — and financial sophistication — needed to police the country’s biggest corporations while simultaneously juggling the demands of running a large university.

Why do the presidents do it?

Moolah.

Bigtime.

The attractions are clear for the president: lucrative extra pay and useful networking, among other reasons. For a dozen hours or so each month for each board served, in addition to preparation time, and their wise advice, they can receive hundreds of thousands of dollars a year.

Ruth J. Simmons, the president of Brown University and the first African-American woman to lead an Ivy League university, sat on the Goldman Sachs board until she stepped down this year. In 2009, she earned $323,539 from her Goldman directorship, including stock grants and options, as calculated by Goldman, and left the board with stock worth at the time around $4.3 million. This is in addition to her salary from Brown, $576,000 this year.

[Shirley Ann] Jackson earned $1.38 million from her directorships, comprising both cash and stock. That’s in addition to $1.6 million from her day job, including bonuses and other benefits.

Plus you learn new things! One president who was on Merck’s board says: “It was one long seminar in the sciences and molecular biology.”

Great. But if you were taking a seminar, why did Merck pay you? Why didn’t you pay Merck?

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Why do the corporations do it?

Universities are among the few institutions trusted by the public …and companies believe they can associate themselves with this quality by installing an academic on the board.

“Corporations think this is a way of enhancing their prestige and legitimacy, especially in the case of Ivy League presidents,” he says. “I suspect that’s the principal motivation. It’s probably not for their business sense.”

John Gillespie, who has written a book on corporate boards, “Money for Nothing,” says academics are often selected for another reason — because they are less likely to rock the boat than directors from the business world.

Academics may be trained to ask tough questions in their own fields, but when confronted with tricky business issues far above their level of expertise they “often become as meek as church mice,” he says.

Right. They’re learning things. They’re taking one long multi-million-dollar seminar.

One expert on corporate boards does not mince words about one of this blog’s favorite board-sitters, Brown’s Ruth Simmons.

… Goldman Sachs was hurt having Dr. Simmons as a director because she lacks financial expertise and was focused more than she should have been on other things like the firm’s philanthropy… “That seat could have been held by someone who understood derivatives.”

But she was learning!

As for the exceptionally greedy Jackson of Rennselaer:

“[I]t is just physically impossible to do the work necessary to be a good director” on so many boards. The Corporate Library estimates that board members must invest 240 hours a year, including meetings and preparation, to do the work properly. But it can become a full-time job if the company runs into trouble.

Charles M. Elson, a corporate governance specialist at the University of Delaware, is highly critical of university presidents who serve on several boards, although he is reluctant to single out particular directors or companies. “If you see a university president on multiple boards, that’s a problem,” he says. “There is no way you can do the job. Someone has got short shrift.”

As academics serve on a greater number of boards, there is also an increased chance of reputational risk if a company runs into difficulties.

“Woe to the university president who would sit on BP’s board,” says Richard P. Chait, a professor at the Harvard Graduate School of Education.

Erroll B. Davis Jr., chancellor of the University System of Georgia, was on the BP board for 12 years, though he stepped down in April, just days before the Deepwater Horizon rig exploded, causing the massive oil spill in the Gulf of Mexico. His retirement, however, wasn’t enough to protect him from being named, along with other directors, in a small number of lawsuits filed against BP over the disaster.

Plus… He’s only a business professor at Harvard, but… Bill George! Here’s looking at you!

And don’t forget Ruth Simmons. She’s left the Goldman board, but she’ll probably be named in various lawsuits against it.

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I think Phyllis Wise, who has compromised herself and her university by sitting on Nike’s board, puts the matter best:

“Many years ago, academicians tended to be dreamers,” she says. “We assumed somebody else would figure out where the money was going to come from. That notion is no longer the case.”

I mean, I think Wise intends to refer here to the money that comes to the university. But UD prefers to read her statement differently.

Those poor silly old dreamers! They never got rich.

That notion is no longer the case.

Margaret Soltan, July 31, 2010 1:37PM
Posted in: conflict of interest

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