OSTRICH AWARDS
Since Enron, you’ve probably read about the corporate miscreants who ignored and abused best corporate governance practices, but what about the honest, ethical and well-intentioned CEOs and directors? Are they following best practices? To prove that some of them are not, even some high profile individuals and boards, Mr. Gordon created the Ostrich Awards for Dubious Distinctions in Corporate Governance. The Ostrich motto: “Never attribute to malice what can be adequately explained by dubious decision making.”

Examples:

"Debit is the Side toward the Window" Ostrich

“Out-of-Sight…Out-of-Mind” Ostrich

EAGLE AWARDS
Mr. Gordon created the Eagle Awards for Excellence in Corporate Governance to recognize those companies and individuals (many high profile) who set the trends in best corporate governance practices. The Eagle Awards are the exact opposite of the Ostrich Awards, but unfortunately, the Eagles are outnumbered. Hopefully, that will change soon.

Examples:

“The Young and Restless” Eagle

“Bring It On” Eagle

"Debit is the Side toward the Window" Ostrich top

Winner: William Webster, former CIA and FBI Director and former federal judge

Dubious Distinction: Served as chairman of audit committee of U.S. Technologies even though having no accounting experience... "Audit committee decided not to thoroughly investigate external auditors' report of material weaknesses in internal control and management of financial and accounting infrastructure."... Company now facing fraud charges - New York Times, October 31, 2002

Best Practice: Accounting novices need not apply to the audit committee

“Out-of-Sight…Out-of-Mind” Ostrich top

Winner: Board of Directors of Dana Corporation ($9B revenue – auto products)

Dubious Distinction: Chairman/CEO and none of the other twelve directors attended annual shareholders meeting. Outside attorney presided at meeting 430 miles from company headquarters. May be “the only company whose Chairman skips his own meeting.” – New York Times, May 11, 2003

Best Practice: Chairman and directors should attend shareholders meeting to increase shareholder involvement in the company.

“The Young and Restless” Eagle top

Winner: Weyerhauser ($18B) Revenue

Excellence: (Weyerhauser) appointed Nicole Piasecki, 40, to its board. Ms. Piasecki, V.P. for business strategy and marketing for Boeing Commercial Airplanes..is 18 years younger than the next youngest member of the Weyerhauser board.

Weyerhauser CEO: “In the old days, you normally looked for almost exclusively CEOs – the been-there-done-that type folks…Now, we’re looking for more specific skills. Nicole is one of Boeing’s senior people in marketing and sales.”

Comments from experts in the “Director Search” industry:
“The traditional pool of candidates has dried up…Board appointments used to be for people who made it…Now, they’re going to look for people who are almost there.”

“(Younger directors) are looking at the clock, they have things to do…They’re much more brusque about calling it the way they see it.” - New York Times, February 2, 2003

“Bring It On” Eagle top

Winner: Jeff Rodek, Chairman/CEO, Hyperion ($500M) revenue

Situation (per USA Today): “One danger is that directors get too aggressive, attempting to dictate to management rather than performing an oversight role. But some CEOs say they relish a board that can ask tough questions and bring different perspectives and expertise to the job.”

Excellence: Mr. Rodek: “If your board members aren’t pushing back, you’ve got the wrong board…It’s not always comfortable.” - USA Today, July 31, 2002