Chapter 7- CEO Succession Flashcards

1
Q

What is the CEO turnover trends?
- Planned
- Forced
- Mergers and Acquisitions

A

Increasing numbers turning over due to planned reasons (6 up to 12%)
Relatively stable numbers turning over due to being forced (3-5%)
Relatively stable numbers turning over due to mergers and acquisitions (1-3%)

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2
Q

What causes CEO turnover? What is the relationship?
What is the sensitivity of the factor?
What is the CEO turnover rate on average per year?

A

Performance causes CEO turnover. is generally inverted proportional to the turnover. CEO’s who underperform are more likely to be terminated, however that is not always the case, many CEO’s who are poor performances do not get terminated.

It is not very sensitive, (termination rates for those who underperform are not much higher than the termination rates for those who over perform)

It is about 17%

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3
Q

What is the relationship between the underperforming CEO and strong corporate governance? What are the four reasons why a strong corporate governance company is likely to fire an underperforming CEO?

A

Companies with strong governance are more likely to terminate an underperforming CEO:

  • Boards are not that busy
  • Boards with high percentage of outside directors
  • Directors own large percentage of shares
    -Shareholder base concentrated among handful of institutions.
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4
Q

What is the trend regarding the ambiguous reasons for management turnover?

A

It has been increasing over the years, CEO’s have been turning over much more for little to no good reason.

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5
Q

How do shareholders react when an underperforming CEO is terminated?

What does this theory state?

A

Shareholders react positively to news that underperforming CEO’s are terminated and replaced with an outsider.

This is consistent with a theory that independent oversight reduces agency costs and management entrenchment

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6
Q

What is succession?

A

Process for identifying, recruiting, training, and mentoring high performance employees with leadership potential, preparing them to step into the senior most and / or c-suite positions when vacancies occur.

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7
Q

What are four major succession stories

A
  1. Rupert Murdoch leaving Fox and his son Lachlan taking over
  2. Rogers family used succession star to smear Ex-CEO
  3. Tim cooks decade at Apple being the most successful successor CEO
  4. Prada turns to ex-Luxottica CEO Guerra to ease succession.
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8
Q

What are the three costs of getting succession wrong for large companies?

A
  1. Lost opportunities - An estimated 112 billion more in market value in the year before and the year after their turnover if their CEO succession had been the result of planning.
  2. Even in cases where successions are planned, financial performance suffers in the year before and after the change.
  3. There is always a cost to changing the leadership, companies pay a much bigger price when they get into situations where it can only be resolved by forcing out their CEO.
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9
Q

What are 7 factors that make the CEO job tougher?

A
  1. Pace of technological development
    2 Rapid change makes long range planning difficult
  2. Global competitive markets
  3. Overwhelming information provided through the internet
  4. Leading and managing the needs of a diverse workforce
  5. Meeting the expectations of shareholders / members
  6. Regulation.
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10
Q

What causes CEO’s to fail on the supply and demand side?

A

Supply - Candidate characteristics
Demand - Decision maker bias

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11
Q

What are the 3 characteristics of successful CEO’s and failed?

A

Successful:
1. Humble
2. Feedback seeking
3. Unselfish

Failed
1. Arrogant
2. Fail to listen
3. Selfish

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12
Q

What are the 5 poor decision making norms on the demand side and describe what they mean?

A
  1. In group bias - Preferential treatment to one’s group (in and out groups)
  2. Bandwagon Effect - Doing what is popular
  3. Confirmation Bias - Seek Confirmation
  4. Escalation of Commitment - Precedent / Sunk Costs
  5. Overconfidence.
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13
Q

Is the Labour market for CEO’s truly efficient? What are the three Yes and no arguments?

A

Yes:
1. Top candidates negotiating with smart boards
2. These candidates are selected carefully
3. Reputation at risk

No:
1. Hard to evaluate executive skills
2. Difficult to predict in advance whether a candidate will succeed
3. Size of market is limited

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14
Q

What are two things that have happened to the labour pool in recent years?

What is the result of it, and how do we make new leadership?

A
  1. Shrinking pool due to widespread business retirement
  2. Downsizing of middle management and flattening of the organization through the past decade creates shortage of executive talent
  • 66% of the senior managers hired externally fail within the first 18 months
  • Succession planning process
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15
Q

What are four characteristics trends of CEO’s currently?

A
  1. Women CEO’s are on the rise, but there are still more named Michael than women
  2. They tend to be tall
  3. They tend to have high cognitive abilities
  4. They tend to be emotionally stable
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16
Q

Who should be responsible for succession?
Who are the four groups and the percentage of companies that leave CEO succession too?

A

The conference board has found that only a small fraction of companies have a dedicated CEO succession committee

Board of directors - 37%
Nominating and governance committees - 31%
Chairman or lead director - 20%
CEO themselves - 11%

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17
Q

What are the 4 benefits of succession planning?
What happens if we fail to have succession planning?

A
  1. Reduced costs - Loss of business / pay for desperation
  2. Reduced anxiety / fear- By internal and external stakeholders
  3. Prepare for CEO retirement situations - Prevent lawsuits / create transparent transitions / groom new leadership
  4. Prepare for crisis situations - Unexpected loss of CEO (death/termination/departure for better opportunity) -

Lack of transition planning can result in post transition meltdown

18
Q

What are the three parts of the succession process?
- Who needs to be actively engaged together?
- Amount of time for Transition
- What are the 6 parts of the ongoing activity?

A
  1. Relies on the full engagement of both the board of directors and senior management of the company.
  2. Successful leadership transition required a lot more upfront effort and time than the search that takes 3-4 months
  3. Is an ongoing activity - Strategy, roles, descriptions, candidates, selection, accountability.
19
Q

What are the 4 models of CEO succession planning?
What are the 2 special cases?

A
  1. External candidate
  2. President and / or COO (heir apparent)
  3. Horse Race
  4. Inside Outside model
  5. Interim CEO’s
  6. Director CEO’s
20
Q

When did external hiring typically happen?
What is an external candidate?

A

Previously mostly hired in poorly performing firms to turn around performance

Company recruits an external candidate

21
Q

What are the 2 advantages of external candidates?
What are the 4 disadvantages of external candidates?

A

Advantages:
1. Tends to have proven experiences as CEO
2. Freer to make strategic, operating, and cultural changes.

Disadvantages:
1. Less familiar with company
2. Leads to disruption among operations and staffing
3. Board has not evaluated performance first hand
4. Leadership style pay not translate well to a new environment

22
Q

What is the trends regarding the cost of recruiting internal vs external candidates?

A

The cost of the candidate from external tends to be higher because they need to pay more to attract them or risk losing them to other firms.

23
Q

What percentage of successions involve internal replacement?
What type of firm is more likely to select an internal candidate?
Describe the compensation of the internal CEO’s vs External CEO’s

A

70-80%
Those with strong performance
Internal CEO’s receive lower first year total compensation, as the external CEO’s must be bought out of contracts and companies in poor financial condition have to pay more to attract qualified candidates.

24
Q

What is the heir apparent method?

A

Company promotes a leading candidate to position of president and / or chief operating officer (COO)

25
What is the 6 benefits of the heir apparent method?
1. Board observes performance before the promotion 2. Scope of the position is customized to the company's needs 3. Executive gains experiences interacting with board, analysts, press, and shareholders. 4. Familiar with the company 5. Brings continuity, retention of private knowledge 6. Smooth transition and less disruption to operating staff
26
What are the 4 disadvantages of the heir apparent method?
1. Responsibilities need to be clearly defined 2. Responsibilities need to be clearly differentiated from CEO 3. Risk of being lifetime COO if left in the role too long 4. Bring more of the same - will not drive significant change
27
What is a horse race?
Company promotes two or more internal candidates to high level operating positions who compete to become CEO
28
What are the 3 advantages of a horse race?
1. Board observes the performance before promotion 2. Board does not commit to preferred candidate in advance 3. Executives develop specific skills needed to succeed
29
What are 3 disadvantages to the horse race?
1. Highly public and brings unwanted media attention. 2. Creates internal factions who advocate for a preferred candidate 3. Precipitates a brain drain when losers resign
30
What typically happens when an executive loses a succession race? What is the result to the stock price relative to the S&P 500 when a CEO wins their original bidet the original company, or they become a CEO at a different firm?
They generally leave the company and they do not perform as well as succession winners. If they stay and win, -2% If they leave and manage elsewhere, -22%
31
What is the inside outside model?
Companies develop internal talent and simultaneously evaluates external candidates
32
What is the 3 advantages of the inside outside model?
1. Internal candidates develop new skills and experiences 2. Levels the field between internal and external candidates 3. External validation assures board that best CEO is selected.
33
What are the 2 disadvantages of the inside outside model?
1. Requires significant planning and oversight 2. Breakdown in process can lead to erosion of trust.
34
Describe the insider outsider Ford story:
William Ford Jr, chairman and CEO voluntarily stepped down, the search process as entirely led by the board with no 3rd parties, and the board selected Alan Mulally of Boeing which proved to be a success - Only 1 of the 3 big Detroit automakers to not go bankrupt
35
Describe the Insider outsider Nike story
2004- recruited an outsider - William Perez who stepped down 1 year late as they did not fit well with the former CEO and chairman 2005- Recruited an insider that fit well and took Nike to great success.
36
Describe the acceptance: Outside hires situation
Companies typically promote an internal executive to become CEO, but the number of externally recruited CEO's have increased.
37
What is the trend with the gradual transition so which special case has this led too? What is the length of an interim CEO? When were interim CEO's used in the past and how are they used today?
Have become more common and so has the option of the appointment of the interim CEO's 1 month - 2 years They were used for emergency in the past, today it does not show short coming in the planning process.
38
What are 3 reasons that interim CEO's are used today?
1. Audition the person who is expected to become permanent CEO 2. For the interim CEO to groom the eventual candidate 3. Serve as a seat warmer
39
What is the director CEO? What is the advantage and disadvantage of the director CEO?
A director assumes the role of CEO Advantage - Poses advantages of both sides Disadvantage - Could be a signal of poor planning
40
Are boards doing a good job at succession planning?
No there is a high amount of lack of preparedness, and companies are emphasizing emergency rather than permanent succession
41
Who do boards not plan for succession? - 7 reasons
1. Hiring criteria not aligned with strategic needs 2. Boards are reluctant to antagonize the incumbent CEO. 3. Boards are typically not developing the executives below the CEO and top team 4. Boards view the CEO succession as an exercise in talent selection rather than an exercise in risk management 5. Board cannot name a replacement CEO because the company's internal talent development process is inadequate 6. Board is overly differential to the current CEO 7. Board cannot name a successor because its members have not reached consensus about the skills and experiences required to manage the company
42
Provide an overall summary - What does evidence suggest? - What does it explain? - How do we improve? - It is more than
Boards do not engage in rigorous succession planning Why so many companies are ill prepared when a CEO steps down It would be improved if it were treated as an element of risk assessment. Viable candidates (internal and external) should be identified in advance of transition It is more than names in a box.