CHICAGO-Members of a firm’s Board of Directors must change attitudes, according to a new research paper by Ferguson Partners Ltd., based here. From a discussion with 12 chairmen and lead independent directors from real estate, mortgage and related sectors, the study shows that boards need to get smarter about their product and more accountable for risk.
For the talk about lessons learned from the financial downturn, Ferguson interviewed executives such as BRE Properties Inc. chairman Irving Lyons III, FelCor chairman and co-founder Thomas Corcoran Jr. and Starwood Hotels chairman Bruce Duncan. The consensus from the 12, Bill Ferguson tells GlobeSt.com, was that board members should have hands-on industry experience, fewer numbers and an insistence on emergency planning.
“I think in retrospect we’ve found that boards such as those overseeing Lehman Bros., Bear Stearns and AIG were not held as accountable as they should have been,” says Ferguson, chairman and CEO of his self-named firm. “The CEOs of those companies essentially bet the balance sheet, and when they lost one has to ask where was the board in all this?”
(Incidentally, Ferguson was involved in advising the leaders of General Growth Properties after it declared the largest mall firm bankruptcy in history in April 2009. He says he cannot comment on GGP’s board.)
The lesson learned from the study, he says, is that boards need to take more responsibility into risk management of a firm. “Every company should have an emergency plan that identifies people who, in a crisis, could immediately step in to become the CEO,” Ferguson says.
Also, board members need to be chosen more on industry knowledge, he says. “It was different 10 to 15 years ago, when the real estate companies were going public they didn’t want board members with experience, they thought they needed a counterbalance to management,” Ferguson says. “Now we know that it’s better to have people on a board who understand the inherent risks in the product, especially real estate where it’s so financially sophisticated.”
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