Leadership cannot be taught, it can only be learned

Harold S. Geneen, CEO ITT from 1959-77, and various authors

about the heritage institute

The Heritage Institute works to promote leadership, integrity and competence in governance and human relations in the workplace and community.

The Heritage Institute is located in West Vancouver, British Columbia, Canada. We travel widely to provide in-house training and services for our clients.

The Heritage Institute's clients have included governments, the justice system, financial institutions, businesses and community organizations.

At the Heritage Institute, we have been working in the field of corporate governance and human relations for over 30 years.

Opened Dictionary at the word Integrity

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feature article

»the language of competence - I or Me?

Practical everyday tips. Our use or misuse of language causes others to make judgments that can have a significant influence on our career and leadership aspirations.

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» Informed and Credible Judgments and Decisions - Working in a Culturally Plural Setting.
A presentation to the Supreme Court of British Columbia. This paper is applicable to all decision-making)

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corporate governance news

March 3, 2008
» Conrad Black Trial: Black Goes to Prison
» Hewlett Packard's Governance Woes
» Hewlett Packard's Resurgence
» BlackBerry Maker Professes Sweeping Governance Changes After Accounting Problems
» Insurer Seeks Shareholder Opinion on Executive Compensation
» Board Compensation Committee's Face Increasing Criticism
» Warren Buffett's Succession & Governance Plans
» Spotlight on CEO Compensation
» CEO calls Governance Researchers Birdbrains!
» Governance Issues Arising from Corporate Scandals
» Sarbanes-Oxley Legislation News & Views
» Enron Timelines
» WorldCom Timelines
» Governance Best Practices - TELUS

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news feature

The Conrad Black Trial

Conrad Black Goes to Prison

Coleman Prison, Florida

March 3, 2008, Florida. Conrad

Black, 63, left his Palm Beach, Florida mansion at about 9 this morning, and drove to Coleman Prison a to begin serving a 6 1/2-year sentence for fraud and obstruction of justice.

Two other Hollinger International Inc. executives, Peter Atkinson and Jack Boultbee were also convicted of fraud. Black's former partner David Radler pleaded guilty and testified as a prosecution witness in court against Black.

Barbara & Conrad Black
at their West Palm Beach Home

Black's wife Barbara Amiel Black accompanied him in their SUV for the three drive from their home to the prison. Coleman Prison is 50 miles north west of Orlando in central Florida. It is the largest federal prison in the United States.

A short time after Black surrendered himself to the prison, Mike Truman, a spokesman for the US Bureau of Prisons, said, "Conrad Black is now in custody of the Bureau of Prisons." "He is housed at the low-security facility."

The press had previously speculated that Black would use his time in prison to write a book denouncing Corporate Governance practice - practice which he blames for his problems. In a New York Sun editorial, he reiterated his stand that he was wrongfully convicted.

The other side of the coin is that a jury found him guilty of defrauding shareholders of Hollinger International. Black's biographer, Tom Bower, is quoted as saying that while Black owned only 16% of Hollinger's shares, he took 90% of its income in order to support a lavish lifestyle. Shareholders revolted, a damning report was published, and criminal charges followed.

On his part Black felt he was entitled to any monies received by him and that corporate governance zealots destroyed his company. However, the decline of Hollinger's fortunes started under his stewardship and before the shareholder revolt.

Earlier Black commented to the Post about his plans in prison. "I'd rather do something bookish than physical labour." "I wouldn't be the best guy they could have out mowing the lawn, but I could do not badly teaching French or something like that."

If Black does intend to serve his prison sentence writing, he will have to overcome some obstacles.

Upon his surrender, prison procedure would have required Black to be finger-printed, photographed, strip-searched, and give a DNA sample. He would then have been and assigned a room as inmate 18330424 - a room he will share with another inmate in a facility that houses 2,500 prisoners.

Coleman prison requires inmates to keep a strict daily schedule starting with getting out of bed at 6:30 am, working at an assigned job from 7:30 am to 3 pm (for 12 to 40 cents an hour - a pay cut from his estimated $12,000 to $40,000 an hour income), and a head count up to seven times a day. His access to a computer and internet access is questionable. He might have to write the old fashioned way - with paper and pencil. Nevertheless he is a resourceful and determined man.

The Legacy of the Conrad Black Trial

Record for a Public Corporation

Lord Conrad Moffat Black of Crossharbour and his second wife, conservative journalist Barbara Amiel

January 17, 2008, West Vancouver. The Conrad Black trial has left a record in recent corporate history. Never before have four directors of a public corporation been convicted of a crime.

The four are Messrs. Black, Radler, Atkinson, and Boultbee, and the corporation is Hollinger Inc., Hollinger International Inc.'s parent company.

The Pitfalls of Going Public

Donald Trump recognized Black's cardinal error: On Monday, March 19, 2007, Donald Trump said, "In retrospect, he (Black) probably shouldn't have gone public."

Trump said that not everyone has the right mindset to run a public company and that Conrad Black should have kept his company off the stock exchange. "A public company is a different mindset. It's never easy for an individual entrepreneur who owns things because it is a whole different set of ideas."

Black couldn't make the transition between being an entrepreneur and senior partner in a private company to being the Chairman and CEO of a publicly traded corporation. He continued to treat the funds of a public company in the same manner as he controlled the funds of his private company.

In a belated attempt, Conrad Black tried to buy out the minority shareholders of Hollinger Inc., but that attempt ended in failure.

No Favours to Corporate Governance Practices Either

The whole incident has not promoted the cause of corporate governance either.

Individuals styled as corporate governance experts appear to have turned Hollinger Inc. and Hollinger International Inc. into vehicles for corporate law suits rather than productive organizations.

The benefits of corporate governance best practices have been lost in a morass of mutual recriminations.

Corporate Governance 101

The Conrad Black debacle was the result of ignoring basic corporate governance precepts:

1. The board of directors is responsible for governance and the management is responsible for the day-to-day operations of the corporation.

2. The board of directors must monitor management's execution of corporate policy, have monitoring processes in place, and must hold management accountable for the execution of the corporation's strategic plan.

3. The board of directors should represent and be nominated by the shareholders. Board members should not owe their allegiance or be nominated by management (unless managers act in their capacity as other shareholders).

4. Unless the CEO is the majority shareholder and there is no conflict of interest or conflict of accountability, the CEO and Chairperson positions should not be held by the same individual.