Chapter 148
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In the power structure of a unitary company such as Anglo American law, the CEO, as the head of the management, actually controls the core power of the company. The UK has always opposed that the CEO of the top 100 companies in the Financial Times index be concurrently or promoted to the chairman of the board of directors of the same company, that is, the chairman, while the United States does not think so.
The designers of American company law believe that the distribution of power is the internal affairs of the company, which is inconvenient to intervene too much. Although there are many "minor differences", yingmi company law is actually "Datong". They all advocate the centrism of the board of directors and encourage the company's management to "seize" the power exercised by the shareholders and the general meeting of shareholders, and the management is linked with the personnel of the board of directors, It further consolidated the position of the company's CEO.
Under this concept, some companies even have a "troika" power center model, that is, the chairman, President and CEO in charge of the company's power supervision, coordination and implementation. The tripartite power interaction structure often forms such a result in the operation: the role of the chairman is weakened, the president is overhead, and the power of the CEO is more expanded.
Disney is such an example. Michael Eisner, as CEO, has actually controlled Disney World for more than 20 years. The president and chairman of the company have been shrouded in the shadow of his power for a long time, and the internal power dispute almost ruined Disney's future. Therefore, Disneyland has also obtained the "nickname" of the worst corporate governance in the world.
According to the corporate governance rules of the New York Stock Exchange, all listed companies shall set up external directors, which shall account for more than half of the members of the board of directors, and the nomination committee under the board of directors shall be composed of all or more than half of external directors. Disney, headquartered in Burbank, California, is registered and established in Delaware in accordance with the Delaware company law of the United States, It is listed on the New York Stock Exchange. Disney has a nomination committee, most of which are external directors, and the chairman of the committee is an executive director.
According to the design of the legal system, the responsibility of the nomination committee is to make independent opinions on the important personnel appointments of the company, make reasonable judgments on the qualifications of the proposed personnel, and regularly evaluate the competence of the current senior staff of the company.
As early as 1995, the Disney Company fell into an eventful period. ABC TV, which had not long been acquired, became the biggest pit, but the president of the company died unexpectedly in an aircraft crash. Some prosperous department managers threatened to split up and work alone. Michael urgently needed to find a strong person to fill the vacancy of the president of the company, so that he could become Eisner's capable business partner, Michael's eyes turned to his childhood playmate and neighbor Michael owitz. At present, owitz is a hot figure in Hollywood and the boss of an innovative brokerage company. He has successfully sold Colombia to Sony, and his team has collected a large number of top Hollywood stars, Soon after Michael made secret contact with him, he announced that Disney had hired owitz as president of the Disney Company.
Michael's arrogance is first announced to the public and then proposed to the company's nomination committee, which is contrary to the company law. However, with Michael's strength, the company's nomination committee passed, which shows how Michael covers the sky with one hand.
However, the talented agent owitz did not change his role and integrate into the management team as Michael expected. Owitz simply lacked the ability and experience to control a giant company like Disney, and the creativity and coordination ability required by Disney World. Soon, owitz after taking office could not reverse the situation of the company, and the situation of the company worsened, His cronyism, abuse of power, independence, bad relations with other directors, occupation of company property and a series of bad deeds made Eisner angry. Just 15 months later, Michael fired owitz.
Similarly, Michael made a procedural mistake in dismissing owitz. He should have submitted his intention to the Nomination Committee for discussion, and then the chairman of the Nomination Committee submitted it to the board of directors for voting. Dismissing an executive of the company is very important, not to mention the president and one of the three power centers of the company. Unfortunately, As CEO, Michael announced his decision to dismiss owitz when he felt necessary. He also announced it to the outside world first, and then informed the board of directors.
If owitz walked away, it would be fine, but Michael paid him $140 million, an unprecedented 140 million! It is reasonable that it should be the responsibility of the company's remuneration committee to determine the remuneration of important personnel of a company. After they preliminarily made the committee's resolution, they should submit the resolution to the board of directors for voting, which completed the procedures specified in the law and the articles of association. Unfortunately, this legal procedure was condensed by Michael alone, Michael made a decision, that is, the company made a decision and spent the company's money.
In this way, a compensation contract that may contain many unreasonable factors was born without the risk assessment of the professional committee and the board of directors. The directors dared to be angry, but the shareholders were in an uproar, 140 million, an unprecedented 140 million. This is the shareholders' money, and Michael is not soft with the shareholders' money.
Now egger and Joey use this as an excuse to incite the anger of shareholders and persuade many shareholders to join them.
Shareholders complained that in 1995, when the company hired Michael owitz as the company's president, the company's board of directors completely obeyed Michael's will, and the company's nomination committee was in a dormant state. It was precisely due to the lack of diligence of the board of directors and the absence of the nomination committee that the company's will was led by Michael, The company was forced to accept Michael's nomination. Michael owitz, a popular professional agent in Hollywood, served as the president of the company of Disney, a fairy tale world composed of film and television, theme parks, animation and other categories. Disney shareholders believed that the silence of the board of directors and the nomination committee was related to Eisner's huge personal influence, All the responsibilities should be borne by Michael alone.
Owitz was dismissed for incompetence. Ethically speaking, the huge compensation should be a reward for the recipient's extraordinary contribution to the company, not a consolation for the loser. During owitz's tenure as president of the company, the company's performance did not rise but fell, and the interpersonal relationship between senior executives was tense. In particular, owitz listed private expenses in the company's account, up to 140000 US dollars, Under such circumstances, owitz still received the compensation of up to US $140 million unhindered. Michael and the company's board of directors did not take action to stop or reduce the payment of owitz's compensation. In the eyes of shareholders, the board of directors became the board of directors for dereliction of duty, and the directors became the directors who failed to fulfill the fiduciary obligations conferred by the law, They did not resolutely defend the interests of the company and shareholders.
It's a little confusing. Why did Michael readily reach the largest salary contract with owitz at the beginning? Did he want to show off the strength of Disney to the outside world, or just want to prove that as the boss, his value is much higher than owitz, or as the outside world guessed, they were friends and were suspected of favoritism? Anyway, one thing is clear. More and more company controllers don't take shareholders' money seriously. The company's money is like the pocket money held by the CEO. They can give it as they want and as they want.
Now, Joey organized angry Disney shareholders to apply to the court to order owitz to return the company's severance compensation and interest of $200 million, and asked the court to order the former and current directors of Disney led by Michael to bear joint and several liability for repayment.
Michael was also angry. From the conversation between egger and Joey, they not only wanted to drive them to the big stage, but also investigated him for losing money, which pushed him into a dead corner.
In fact, owitz is a well-known figure in Hollywood circle. As one of the five founders of CAA, he left and founded the innovative artist agency company, which is the ideal company that Hollywood film stars want to join. Why does such a brokerage wizard become a mediocre when he comes to Disneyland?
In fact, the main thing is Michael's cover up. He didn't hand over the power promised on paper to owitz. Although owitz has the name of the company's president, he has to obey the command of CEO Eisner. Similarly, owitz, who has a strong desire for power, has an inevitable conflict with Eisner's short soldiers. Naturally, owitz will not follow Eisner's will, Michael has publicly scolded him for "mental patients" several times. It can be seen that they are close friends, but their configuration as career partners is completely wrong.
If Michael can return to the position where the CEO should stand, owitz will not roll away in such a hurry. If Michael does not control the board of directors and act as a director, the restriction of the board of directors will have an effect, and the mutual checks and balances of power will really be implemented. However, although Eisner is not the chairman of the board of directors, Eisner has become the most powerful director in the board of directors with the majority of independent directors. As an executive director, Eisner has overshadowed the chairman of the board of directors. Now the shareholders can tolerate his anger to the limit. They begin to connect in series. Once they get the support of 60% of shareholders, they will not hesitate to kill him, Michael was sweating when he thought of it.
Fortunately, he knew in advance that their plot was exposed. Michael was shocked and angry and hated. He took over at the time of Disney's storm and crisis, and developed Disney from a company about to go bankrupt and be acquired into the world's four major media groups. The property of the Disney family increased tenfold.
Now just earn less, these aspirants and vampires began to plot against him. He was sad and resentful. He threw things around in the office and fell into a state of exhaustion.
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In the power structure of a unitary company such as Anglo American law, the CEO, as the head of the management, actually controls the core power of the company. The UK has always opposed that the CEO of the top 100 companies in the Financial Times index be concurrently or promoted to the chairman of the board of directors of the same company, that is, the chairman, while the United States does not think so.
The designers of American company law believe that the distribution of power is the internal affairs of the company, which is inconvenient to intervene too much. Although there are many "minor differences", yingmi company law is actually "Datong". They all advocate the centrism of the board of directors and encourage the company's management to "seize" the power exercised by the shareholders and the general meeting of shareholders, and the management is linked with the personnel of the board of directors, It further consolidated the position of the company's CEO.
Under this concept, some companies even have a "troika" power center model, that is, the chairman, President and CEO in charge of the company's power supervision, coordination and implementation. The tripartite power interaction structure often forms such a result in the operation: the role of the chairman is weakened, the president is overhead, and the power of the CEO is more expanded.
Disney is such an example. Michael Eisner, as CEO, has actually controlled Disney World for more than 20 years. The president and chairman of the company have been shrouded in the shadow of his power for a long time, and the internal power dispute almost ruined Disney's future. Therefore, Disneyland has also obtained the "nickname" of the worst corporate governance in the world.
According to the corporate governance rules of the New York Stock Exchange, all listed companies shall set up external directors, which shall account for more than half of the members of the board of directors, and the nomination committee under the board of directors shall be composed of all or more than half of external directors. Disney, headquartered in Burbank, California, is registered and established in Delaware in accordance with the Delaware company law of the United States, It is listed on the New York Stock Exchange. Disney has a nomination committee, most of which are external directors, and the chairman of the committee is an executive director.
According to the design of the legal system, the responsibility of the nomination committee is to make independent opinions on the important personnel appointments of the company, make reasonable judgments on the qualifications of the proposed personnel, and regularly evaluate the competence of the current senior staff of the company.
As early as 1995, the Disney Company fell into an eventful period. ABC TV, which had not long been acquired, became the biggest pit, but the president of the company died unexpectedly in an aircraft crash. Some prosperous department managers threatened to split up and work alone. Michael urgently needed to find a strong person to fill the vacancy of the president of the company, so that he could become Eisner's capable business partner, Michael's eyes turned to his childhood playmate and neighbor Michael owitz. At present, owitz is a hot figure in Hollywood and the boss of an innovative brokerage company. He has successfully sold Colombia to Sony, and his team has collected a large number of top Hollywood stars, Soon after Michael made secret contact with him, he announced that Disney had hired owitz as president of the Disney Company.
Michael's arrogance is first announced to the public and then proposed to the company's nomination committee, which is contrary to the company law. However, with Michael's strength, the company's nomination committee passed, which shows how Michael covers the sky with one hand.
However, the talented agent owitz did not change his role and integrate into the management team as Michael expected. Owitz simply lacked the ability and experience to control a giant company like Disney, and the creativity and coordination ability required by Disney World. Soon, owitz after taking office could not reverse the situation of the company, and the situation of the company worsened, His cronyism, abuse of power, independence, bad relations with other directors, occupation of company property and a series of bad deeds made Eisner angry. Just 15 months later, Michael fired owitz.
Similarly, Michael made a procedural mistake in dismissing owitz. He should have submitted his intention to the Nomination Committee for discussion, and then the chairman of the Nomination Committee submitted it to the board of directors for voting. Dismissing an executive of the company is very important, not to mention the president and one of the three power centers of the company. Unfortunately, As CEO, Michael announced his decision to dismiss owitz when he felt necessary. He also announced it to the outside world first, and then informed the board of directors.
If owitz walked away, it would be fine, but Michael paid him $140 million, an unprecedented 140 million! It is reasonable that it should be the responsibility of the company's remuneration committee to determine the remuneration of important personnel of a company. After they preliminarily made the committee's resolution, they should submit the resolution to the board of directors for voting, which completed the procedures specified in the law and the articles of association. Unfortunately, this legal procedure was condensed by Michael alone, Michael made a decision, that is, the company made a decision and spent the company's money.
In this way, a compensation contract that may contain many unreasonable factors was born without the risk assessment of the professional committee and the board of directors. The directors dared to be angry, but the shareholders were in an uproar, 140 million, an unprecedented 140 million. This is the shareholders' money, and Michael is not soft with the shareholders' money.
Now egger and Joey use this as an excuse to incite the anger of shareholders and persuade many shareholders to join them.
Shareholders complained that in 1995, when the company hired Michael owitz as the company's president, the company's board of directors completely obeyed Michael's will, and the company's nomination committee was in a dormant state. It was precisely due to the lack of diligence of the board of directors and the absence of the nomination committee that the company's will was led by Michael, The company was forced to accept Michael's nomination. Michael owitz, a popular professional agent in Hollywood, served as the president of the company of Disney, a fairy tale world composed of film and television, theme parks, animation and other categories. Disney shareholders believed that the silence of the board of directors and the nomination committee was related to Eisner's huge personal influence, All the responsibilities should be borne by Michael alone.
Owitz was dismissed for incompetence. Ethically speaking, the huge compensation should be a reward for the recipient's extraordinary contribution to the company, not a consolation for the loser. During owitz's tenure as president of the company, the company's performance did not rise but fell, and the interpersonal relationship between senior executives was tense. In particular, owitz listed private expenses in the company's account, up to 140000 US dollars, Under such circumstances, owitz still received the compensation of up to US $140 million unhindered. Michael and the company's board of directors did not take action to stop or reduce the payment of owitz's compensation. In the eyes of shareholders, the board of directors became the board of directors for dereliction of duty, and the directors became the directors who failed to fulfill the fiduciary obligations conferred by the law, They did not resolutely defend the interests of the company and shareholders.
It's a little confusing. Why did Michael readily reach the largest salary contract with owitz at the beginning? Did he want to show off the strength of Disney to the outside world, or just want to prove that as the boss, his value is much higher than owitz, or as the outside world guessed, they were friends and were suspected of favoritism? Anyway, one thing is clear. More and more company controllers don't take shareholders' money seriously. The company's money is like the pocket money held by the CEO. They can give it as they want and as they want.
Now, Joey organized angry Disney shareholders to apply to the court to order owitz to return the company's severance compensation and interest of $200 million, and asked the court to order the former and current directors of Disney led by Michael to bear joint and several liability for repayment.
Michael was also angry. From the conversation between egger and Joey, they not only wanted to drive them to the big stage, but also investigated him for losing money, which pushed him into a dead corner.
In fact, owitz is a well-known figure in Hollywood circle. As one of the five founders of CAA, he left and founded the innovative artist agency company, which is the ideal company that Hollywood film stars want to join. Why does such a brokerage wizard become a mediocre when he comes to Disneyland?
In fact, the main thing is Michael's cover up. He didn't hand over the power promised on paper to owitz. Although owitz has the name of the company's president, he has to obey the command of CEO Eisner. Similarly, owitz, who has a strong desire for power, has an inevitable conflict with Eisner's short soldiers. Naturally, owitz will not follow Eisner's will, Michael has publicly scolded him for "mental patients" several times. It can be seen that they are close friends, but their configuration as career partners is completely wrong.
If Michael can return to the position where the CEO should stand, owitz will not roll away in such a hurry. If Michael does not control the board of directors and act as a director, the restriction of the board of directors will have an effect, and the mutual checks and balances of power will really be implemented. However, although Eisner is not the chairman of the board of directors, Eisner has become the most powerful director in the board of directors with the majority of independent directors. As an executive director, Eisner has overshadowed the chairman of the board of directors. Now the shareholders can tolerate his anger to the limit. They begin to connect in series. Once they get the support of 60% of shareholders, they will not hesitate to kill him, Michael was sweating when he thought of it.
Fortunately, he knew in advance that their plot was exposed. Michael was shocked and angry and hated. He took over at the time of Disney's storm and crisis, and developed Disney from a company about to go bankrupt and be acquired into the world's four major media groups. The property of the Disney family increased tenfold.
Now just earn less, these aspirants and vampires began to plot against him. He was sad and resentful. He threw things around in the office and fell into a state of exhaustion.
In the power structure of a unitary company such as Anglo American law, the CEO, as the head of the management, actually controls the core power of the company. The UK has always opposed that the CEO of the top 100 companies in the Financial Times index be concurrently or promoted to the chairman of the board of directors of the same company, that is, the chairman, while the United States does not think so.The designers of American company law believe that the distribution of power is the internal affairs of the company, which is inconvenient to intervene too much. Although there are many "minor differences", yingmi company law is actually "Datong". They all advocate the centrism of the board of directors and encourage the company's management to "seize" the power exercised by the shareholders and the general meeting of shareholders, and the management is linked with the personnel of the board of directors, It further consolidated the position of the company's CEO.Under this concept, some companies even have a "troika" power center model, that is, the chairman, President and CEO in charge of the company's power supervision, coordination and implementation. The tripartite power interaction structure often forms such a result in the operation: the role of the chairman is weakened, the president is overhead, and the power of the CEO is more expanded.Disney is such an example. Michael Eisner, as CEO, has actually controlled Disney World for more than 20 years. The president and chairman of the company have been shrouded in the shadow of his power for a long time, and the internal power dispute almost ruined Disney's future. Therefore, Disneyland has also obtained the "nickname" of the worst corporate governance in the world.According to the corporate governance rules of the New York Stock Exchange, all listed companies shall set up external directors, which shall account for more than half of the members of the board of directors, and the nomination committee under the board of directors shall be composed of all or more than half of external directors. Disney, headquartered in Burbank, California, is registered and established in Delaware in accordance with the Delaware company law of the United States, It is listed on the New York Stock Exchange. Disney has a nomination committee, most of which are external directors, and the chairman of the committee is an executive director.According to the design of the legal system, the responsibility of the nomination committee is to make independent opinions on the important personnel appointments of the company, make reasonable judgments on the qualifications of the proposed personnel, and regularly evaluate the competence of the current senior staff of the company.As early as 1995, the Disney Company fell into an eventful period. ABC TV, which had not long been acquired, became the biggest pit, but the president of the company died unexpectedly in an aircraft crash. Some prosperous department managers threatened to split up and work alone. Michael urgently needed to find a strong person to fill the vacancy of the president of the company, so that he could become Eisner's capable business partner, Michael's eyes turned to his childhood playmate and neighbor Michael owitz. At present, owitz is a hot figure in Hollywood and the boss of an innovative brokerage company. He has successfully sold Colombia to Sony, and his team has collected a large number of top Hollywood stars, Soon after Michael made secret contact with him, he announced that Disney had hired owitz as president of the Disney Company.Michael's arrogance is first announced to the public and then proposed to the company's nomination committee, which is contrary to the company law. However, with Michael's strength, the company's nomination committee passed, which shows how Michael covers the sky with one hand.However, the talented agent owitz did not change his role and integrate into the management team as Michael expected. Owitz simply lacked the ability and experience to control a giant company like Disney, and the creativity and coordination ability required by Disney World. Soon, owitz after taking office could not reverse the situation of the company, and the situation of the company worsened, His cronyism, abuse of power, independence, bad relations with other directors, occupation of company property and a series of bad deeds made Eisner angry. Just 15 months later, Michael fired owitz.Similarly, Michael made a procedural mistake in dismissing owitz. He should have submitted his intention to the Nomination Committee for discussion, and then the chairman of the Nomination Committee submitted it to the board of directors for voting. Dismissing an executive of the company is very important, not to mention the president and one of the three power centers of the company. Unfortunately, As CEO, Michael announced his decision to dismiss owitz when he felt necessary. He also announced it to the outside world first, and then informed the board of directors.If owitz walked away, it would be fine, but Michael paid him $140 million, an unprecedented 140 million! It is reasonable that it should be the responsibility of the company's remuneration committee to determine the remuneration of important personnel of a company. After they preliminarily made the committee's resolution, they should submit the resolution to the board of directors for voting, which completed the procedures specified in the law and the articles of association. Unfortunately, this legal procedure was condensed by Michael alone, Michael made a decision, that is, the company made a decision and spent the company's money.In this way, a compensation contract that may contain many unreasonable factors was born without the risk assessment of the professional committee and the board of directors. The directors dared to be angry, but the shareholders were in an uproar, 140 million, an unprecedented 140 million. This is the shareholders' money, and Michael is not soft with the shareholders' money.Now egger and Joey use this as an excuse to incite the anger of shareholders and persuade many shareholders to join them.Shareholders complained that in 1995, when the company hired Michael owitz as the company's president, the company's board of directors completely obeyed Michael's will, and the company's nomination committee was in a dormant state. It was precisely due to the lack of diligence of the board of directors and the absence of the nomination committee that the company's will was led by Michael, The company was forced to accept Michael's nomination. Michael owitz, a popular professional agent in Hollywood, served as the president of the company of Disney, a fairy tale world composed of film and television, theme parks, animation and other categories. Disney shareholders believed that the silence of the board of directors and the nomination committee was related to Eisner's huge personal influence, All the responsibilities should be borne by Michael alone.Owitz was dismissed for incompetence. Ethically speaking, the huge compensation should be a reward for the recipient's extraordinary contribution to the company, not a consolation for the loser. During owitz's tenure as president of the company, the company's performance did not rise but fell, and the interpersonal relationship between senior executives was tense. In particular, owitz listed private expenses in the company's account, up to 140000 US dollars, Under such circumstances, owitz still received the compensation of up to US $140 million unhindered. Michael and the company's board of directors did not take action to stop or reduce the payment of owitz's compensation. In the eyes of shareholders, the board of directors became the board of directors for dereliction of duty, and the directors became the directors who failed to fulfill the fiduciary obligations conferred by the law, They did not resolutely defend the interests of the company and shareholders.It's a little confusing. Why did Michael readily reach the largest salary contract with owitz at the beginning? Did he want to show off the strength of Disney to the outside world, or just want to prove that as the boss, his value is much higher than owitz, or as the outside world guessed, they were friends and were suspected of favoritism? Anyway, one thing is clear. More and more company controllers don't take shareholders' money seriously. The company's money is like the pocket money held by the CEO. They can give it as they want and as they want.Now, Joey organized angry Disney shareholders to apply to the court to order owitz to return the company's severance compensation and interest of $200 million, and asked the court to order the former and current directors of Disney led by Michael to bear joint and several liability for repayment.Michael was also angry. From the conversation between egger and Joey, they not only wanted to drive them to the big stage, but also investigated him for losing money, which pushed him into a dead corner.In fact, owitz is a well-known figure in Hollywood circle. As one of the five founders of CAA, he left and founded the innovative artist agency company, which is the ideal company that Hollywood film stars want to join. Why does such a brokerage wizard become a mediocre when he comes to Disneyland?In fact, the main thing is Michael's cover up. He didn't hand over the power promised on paper to owitz. Although owitz has the name of the company's president, he has to obey the command of CEO Eisner. Similarly, owitz, who has a strong desire for power, has an inevitable conflict with Eisner's short soldiers. Naturally, owitz will not follow Eisner's will, Michael has publicly scolded him for "mental patients" several times. It can be seen that they are close friends, but their configuration as career partners is completely wrong.If Michael can return to the position where the CEO should stand, owitz will not roll away in such a hurry. If Michael does not control the board of directors and act as a director, the restriction of the board of directors will have an effect, and the mutual checks and balances of power will really be implemented. However, although Eisner is not the chairman of the board of directors, Eisner has become the most powerful director in the board of directors with the majority of independent directors. As an executive director, Eisner has overshadowed the chairman of the board of directors. Now the shareholders can tolerate his anger to the limit. They begin to connect in series. Once they get the support of 60% of shareholders, they will not hesitate to kill him, Michael was sweating when he thought of it.Fortunately, he knew in advance that their plot was exposed. Michael was shocked and angry and hated. He took over at the time of Disney's storm and crisis, and developed Disney from a company about to go bankrupt and be acquired into the world's four major media groups. The property of the Disney family increased tenfold.Now just earn less, these aspirants and vampires began to plot against him. He was sad and resentful. He threw things around in the office and fell into a state of exhaustion.
