Thursday, April 26, 2007

Show and Tell

No one knows what goes on behind closed doors,” according to a 1973 song by Charlie Rich. This was true at the time, but nowadays many Americans under a certain age feel their lives are meaningless unless they’ve starred in a personal sex video and released it on the Web for all to see. What impresses us about these folks is that when the mood strikes they somehow manage to have the camcorder ready. Apparently, in a cruel trick of nature, the gene for exhibitionism is linked to the one for remembering to charge batteries.

In boardrooms as opposed to bedrooms, the song lyric still rings true. Except for a few tantalizing glimpses during lawsuits or investigations, we don’t know how most company’s boards and committees really operate.

One company, Komag, Incorporated (KOMG), decided in its recent proxy to leave the boardroom door slightly ajar. Komag thought we should know, for example, that its Compensation Committee “receives written materials in advance…typically at least three business days prior to the meeting.” A nit, but hey, this stupid procedural stuff matters, and Komag’s disclosure of this detail makes us think the company gets this. We also learn precisely how many times certain VIPs got to hang backstage with the Comp Committee members: The Committee had 11 meetings (an unusually high number, based on our anecdotal review of lots of proxies) and the CEO joined them 4 times, the CFO 2 times and the SVP of Human Resources 8 times.

It ain't exactly exhibitionism, but the desire to reveal these unsexy details isn't in most companies' DNA.

Very sorry to have lured you into this post with sex, only to progress to the usual thrilling subjects. Next time don't be so gullible.