Friday, December 16, 2011

Governance: The Directors on RIM's Board

The failure of RIM isn't just a failure of management, strategy and execution. It's also a massive failure of governance.

While it's likely there's a phone call or two going on behind the scenes, RIM's Director's have clearly failed to influence the failed trajectory of this once-great company. Even by RIM's own definition of the role of the Board, it's easy to argue that RIM's Directors have been MIA.

So who are these people? Are they just a bunch of Mike and Jim's buddies - maybe a hockey player, a cyclist and a mad-scientist or two? Maybe they are a couple of local machine shop operators from Waterloo's past who stumbled onto the RIM rocket ship and don't know what do now that the gyros have gone loopy?

Well actually not.

Barbara Stymiest is the ex-CEO of the TSX. According to the RIM information circular, Stymiest serves as a member of the Group Executive of the Royal Bank which is responsible for the overall strategic direction of the bank! She's a member of the George Weston Board.

Roger Martin is a Dean and Professor of Strategy (!) at the Rotman School of Business! He also sits on the Board of Thomson Reuters.

According to RIM's info circular, Claudia Kotcha is "an independent consultant to Fortune 500 companies on innovation, strategy and design".

Innovation, strategy and design! That's like the triumvirate of doom for RIM.

So. Is there any governance experience on the RIM Board?

Well, there's John Richardson. This isn't exactly his first rodeo. From the RIM info circular:

"He was appointed Chairman of the Ontario Pension Board in July 2004 and retired from that position at
the end of his three year term in June 2007. Mr. Richardson was Deputy Chairman of London Insurance Groups Inc., Chairman, President and Chief Executive Officer of Wellington Insurance, and Chairman of
London Guarantee Insurance Company. He was a past board member with The Insurance Bureau
of Canada and the Facility Association. In addition to the public board memberships indicated
below, Mr. Richardson is currently the Chairman of Boiler Inspection and Insurance Co."

Others on the RIM Board have similar great experience.

John Wetmore is the former President and CEO of IBM Canada. He currently sits on the Board of Loblaw.

Antonio Viana-Baptista is an ex-McKinsey consulting guru and sits on four other Boards in the telecom space.

And then there are the two co-CEO's.

It's obviously difficult to believe that a Board with this much experience is simply sitting around and watching things pile down on top of them. However, shareholders must be wondering what the Board is up to, especially now that it's clear there may be no bottom for the share price.

One also wonders about the impact on personal reputations given what's already happened or what might happen to RIM's business. What does it say for a Dean of the Rotman Business School? Or a Director of Loblaw? Or someone tied so closely to the Royal Bank? Many people didn't realize that Stymeist and Martin are even on the RIM Board. Just from a self-preservation perspective you might think they would find a way to either step up - or away - from what's happening.

 For shareholders it can't be too soon for someone to do something.

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