Unaccountable Boardrooms it’s in the bylaws

As we contemplate reforming the financial industry, is there anyway to insure the accountability of boardrooms save revoking charters and turning all corporations into democratically operated Co-operatives ?

American corporations in the 20th century were for the most part governed by an  autocratic, virtually unaccountable few chief executives. Their malfeasance supported and possibly in many cases propagated by boards of directors given clear indemnity as a perk for signing the bylaws of their fiduciary responsibilities.

indemnification-an-overview-and-trends-in-ma-8-638

I blame the boards for the subsequent failures of corporations to act ethically, humanely, socially responsible or within good business practices, as they devour their own consumer base and finite resource supply . This is where I call out the global political corporate board class, as to their direct as well as enabling  roll in catastrophic global war, theft, murder, rape, pillage and plunder, from a ways back then, til today and now.

Accountability comes with increased exposure

In Dec 30, 2009 Dr. Ken Eisolda practicing psychoanalyst as well as organizational consultant and author of ‘Hidden Motives’ a look at the hidden factors that really drive our social interactions. Read now   Published ‘Unaccountable Boards’ (read below) and asked Why corporate board members don’t take their jobs seriously. I believe the answer he seeks lies in the long track record of the unaccountable nature of the board room, where actors are given a large measure of UN-accountability in their call to stand accountable.

For Whom Do They Work?

Modern nonprofit board governance — passion is not enough! | Chris Grundner | TEDxWilmington

Published on Sep 8, 2014

This talk was given at a local TEDx event, produced independently of the TED Conferences. Chris Grundner is the president and CEO of the Delaware Alliance for Nonprofit Advancement. Since his arrival in February 2012, he has enabled the organization to nearly double its membership and significantly expand its reach. Grundner, originally from Buffalo, NY, received his Bachelors in Business Administration from the State University of New York at Fredonia. He earned his MBA from Southern Methodist University in Dallas, Texas. In 1999, Grundner moved to Wilmington to join the co-brand credit card division of First USA Bank as the Director of Business Development. Due to his significant achievements, Grundner became one of the organization’s youngest Senior Vice Presidents in early 2002. However, later that same year, his wife, Kelly, was diagnosed with a malignant brain tumor at the age of 29. Grundner left his job at JPMorgan Chase in 2004 after her passing and started The Kelly Heinz-Grundner Brain Tumor Foundation in 2005 with the goal of bringing national attention to the disease. Through the foundation, Grundner has launched two brain tumor awareness initiatives – GET YOUR HEAD IN THE GAME® and Tulips Against Tumors™ – both of which became national programs when the organization merged with the National Brain Tumor Society (NBTS) in March 2010.


Unaccountable Boards

Why corporate board members don’t take their jobs seriously.

Ken Eisold Ph.D.

For Whom Do They Work?

“You might think that board members overseeing businesses that cratered in the credit crisis would be disqualified from serving as directors at other public companies,” writes Gretchen Morgenson in last Thursday’s New York Times. (See, “What Iceberg? Just Glide to the Next Boardroom.”)

She has a point. Board members have a legal and moral responsibility to serve the interests of shareholders, those who actually own the companies they serve. Their duty is to ensure that their companies are run soundly and profitably. But recent experience suggests that there is, in fact, little if any accountability.

She quotes Paul Hodgson, senior research associate at the Corporate Library, a corporate governance research firm: “None of these directors have stood up and said, ‘We made a mistake here by not calling management to account.'” He adds, “They have certainly avoided the limelight as far as blame is concerned. Moreover, they continue to get work as directors at other companies.”

One reason for this is that it the rules governing the selection and retention of board members are stacked in their favor. It takes a massive effort to challenge an official slate of board members. And there seems to be no interest within boards themselves to establish accountability – for several reasons.

It is generally in their interest to go along with management and continue receiving the perks they enjoy. Morgenson offers an amusing quote from Frederick E. Rowe, president of Investors for Director Accountability: “Here’s a conversation you’ll never hear: ‘Yes, I get paid $475,000 a year. I play golf with the C.E.O.; he’s a personal friend. I go to interesting places for board meetings, I am around interesting people, and I would never say one word that would jeopardize my position on the board.'”

But there is a group culture as well that instills conformity. Board members are often drawn from similar backgrounds and maintain outside relationships with each other through other corporate boards as well as country clubs, charities, and national associations. Collectively they form a kind of national community, with strong common interests and identities, a point that was established by Michael Useem’s research at Wharton 25 years ago.

Moreover, it is easy for “groupthink” to flourish among board members. Usually small in size, operating in secrecy, they receive limited information, and are prone to maintaining cohesiveness and preserving their established business identities along with their self-esteem. They want to support the CEO they selected as long as they can. As a result, they will often collude in ignoring disturbing information, in accepting excuses, stifling criticism. Certainly, they have little motivation to blame each other – or themselves.

John Gillespie, co-author with David Zweig, of “Money for Nothing,” a forthcoming book on board failures, notes that the culture of boards “doesn’t allow directors to do an effective job even if they wanted to.”

They are intelligent, experienced and accomplished people so there can be little doubt that they know about their responsibilities as board members, even if they don’t always know they know it. In this case, they don’t seem to want to know about their failure to ask tough questions and provide strict oversight.

As we are thinking about reforming the financial industry, is there anyway to get them to take their jobs more seriously? Psychology Today


What is a Cooperative?

A co-operative is a group of people acting together to meet the common needs and aspirations of its members, sharing ownership and making decisions democratically.

Co-operatives are not about making big profits for shareholders, but creating value for customers – this is what gives co-operatives a unique character, and influences our values and principles.

 Own The Change: Building Economic Democracy One Worker Co-op at a Time

Published on Feb 9, 2015

A short, practical guide for those considering worker owned cooperatives, made by GRITtv & TESA, the Toolbox for Education and Social Action. Featuring conversations with worker-owners from Union Cab; Ginger Moon; Arizmendi Bakery, Anti-Oppression Resource and Training Alliance (AORTA); New Era Windows; and more. Educational kits for use with the doc are available at: http://store.toolboxfored.org/own-the…


 Tuesday, May 31, 2016

Timeline of the Great Fraud, by Judge Anna Von Reitz

People need to end the Two party Corporate Fascist political fraud and    the Congress “In Trust” system

Excerpt advances to #10 thru #14;

#10. 1861:The Civil War begins. ‘Congress’ adjourns for lack of quorum and without a date to reconvene. Lincoln organizes a Delaware Corporation and the remaining members of Congress begin functioning as a Board of Directors.
 •
#11. 1862: The “Corporate Congress”—a body of men no different than the Board of Directors of IBM, change the meaning of a single word —only and explicitly for use within their corporation. That word is “person”. From then on the word “person” is deemed to mean “corporation” for federal government purposes. (37th “Congress”– Second Session, Chapter 49, Section 68.)
 •
#12. 1863: Lincoln signs the Lieber Code as Commander in Chief and puts the Union Army, the Grand Army of the Republic, in charge of the nation’s future and money supply. A day later, he bankrupts the original United States (Commercial Company).
 •
13. 1865: Lee’s Army surrenders to Grant and a general armistice is declared. The Southern States are in ruins and under military occupation by the Union. The original Northern States are bankrupt. Foreign banks are in control of the new “United States of America, Inc.” and the Union Army reigns supreme. Over the next two years President Andrew Johnson will three times publicly declare peace on the land jurisdiction of the Continental United States, but peace is never declared in the international Jurisdiction of the Sea controlled by the Federal United States under the trusteeship of the British Monarch.
 •
#14. 1868: The Corporate Congress writes itself a new Corporate Constitution, called “the Constitution of the United States of America” and palms off this look-alike, sound-alike private corporate document “as if” it were the actual Constitution. This is fraud on many levels. The Constitution of the United States of America purposefully sought to confuse and delude people into thinking it was the actual Equity Contract obligating the States to receive services and subrogate their international jurisdiction to the federal government.
See this article and over 200 others on Anna’s website here:www.annavonreitz.com

To support this work look for the PayPal button on this website.


Resources:


  1. Word-of-Mouth Reaches the Boardroom. And for the Paycheck.
Posted by Amy Bermar on Apr 24, 2012

 

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3 thoughts on “Unaccountable Boardrooms it’s in the bylaws

  1. Pingback: Timeline of the Great Fraud, by Judge Anna Von Reitz | The Truth As It Changes;

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