Governance

Corporate Boardrooms: The Governance Problem Everyone Knows and Nobody Fixes

April 17, 2026 By Nagesh Belludi Leave a Comment

CEO-Chairman Dual Role Weakens Board Oversight And Erodes Crisis Prevention The concentration of power in corporate boardrooms is one of those problems that everybody in business acknowledges and almost nobody does anything about.

The mechanics are well understood. When a CEO also chairs the board, board members nominated by that same CEO become reluctant to challenge the person who elevated them. Probing questions don’t get asked. Polished reports get accepted at face value. The board’s fundamental purpose—identifying problems before they become crises—quietly erodes.

None of this is new. It’s taught in business schools and cited in the preamble of every major corporate scandal after the fact. And that’s precisely what’s so dispiriting about it.

Whenever governance fails spectacularly enough to make headlines, a reliable sequence follows. Professors surface with op-eds. The financial press runs its accountability cycle. There’s a brief, serious-sounding conversation about reform, and then the moment passes and the structural problem remains exactly where it was.

The argument for separating the CEO and board chair roles has been made clearly and repeatedly for decades. It’s not a contested point. The resistance isn’t intellectual—it comes from powerful CEOs who need board members willing to make noise, but never quite enough of it. That’s a much easier arrangement to maintain than it should be.

The governance community keeps waiting for the next crisis to reopen the conversation. It always does. And then, just as reliably, it closes again without resolution.

Books in Brief: ‘Flying Blind’ and the Crisis at Boeing

September 24, 2022 By Nagesh Belludi Leave a Comment

Bloomberg investigative journalist Peter Robison’s thoroughly researched Flying Blind: The 737 MAX Tragedy and the Fall of Boeing (2022) offers noteworthy lessons about corporate responsibility and leadership problem-solving.

In a nutshell, starting in the late 1990s, Boeing shifted from a company run by engineers who emphasized product integrity to one run by MBA-types who prized shareholder value over long-term product planning. Inspired by General Electric’s Jack Welch, the company embraced cost-cutting, outsourcing, financial engineering, union-busting, and co-opting regulators. These miscalculated strategies culminated in the 737 MAX disasters and disgraceful corporate responses.

Recommendation: Read Peter Robison’s Flying Blind, but be wary of the author’s broad-brush political biases, which, I found, sidetracked from the storyline. The internal organizational tensions that led to corporate deception and the fateful consequences of federal regulators’ consigning design approvals to Boeing are particularly interesting.

Key Takeaway: Negligent engineering to minimize costs and adhere to a delivery schedule is a symptom of ethical blight.

Tylenol Made a Hero of Johnson & Johnson: A Timeless Crisis Management Case Study

March 11, 2021 By Nagesh Belludi Leave a Comment

Crisis needn’t strike a company solely because of its own neglect or disaster. Sometimes, situations emerge where the company can’t be blamed—but the company realizes quickly that it’ll get much blame if it fumbles the ball in its crisis-response.

Ever since cyanide-laced Extra-Strength Tylenol killed seven people in Chicago in 1982, corporate boards and business school students have studied the response of Johnson & Johnson (J&J,) Tylenol’s manufacturer, to learn how to handle crises. The culprits are still unknown almost 40 years later.

Successful Crisis Management: Full Responsibility, Proactive Stance

In 1982, Tylenol commanded 35 percent of the over-the-counter analgesic market in America. This over-the-counter painkiller was the drugmaker’s best-selling product, and it represented nearly 17 percent of J&J’s profits. When seven people died from consuming the tainted drug, Time magazine wrote of the tragedy’s victims,

Twelve-year-old Mary Kellerman of Elk Grove Village took Extra-Strength Tylenol to ward off a cold that had been dogging her. Mary Reiner, 27… had recently given birth to her fourth child. Paula Prince, 35, a United Airlines stewardess, was found dead in her Chicago apartment, an open bottle of Extra-Strength Tylenol nearby in the bathroom. Says Dr. Kim [the chief of critical care at Northwest Community Hospital]: “The victims never had a chance. Death was certain within minutes.”

A panic ensued about how widespread the contamination may be. Moreover, Americans started to question the safety of over-the-counter medications.

Advertising guru Jerry Della Femina declared Tylenol dead:

I don’t think they can ever sell another product under that name. There may be an advertising person who thinks he can solve this, and if they find him, I want to hire him because then I want him to turn our water cooler into a wine cooler.

The ‘Grand-Daddy’ of Good Crisis Response

J&J acted quickly, with complete candidness about what had happened, and immediately sought to remove any source of danger based on the worst-case scenario. Within hours of learning of the deaths, J&J installed toll-free numbers for consumers to get information, sent alerts to healthcare providers nationwide, and stopped advertising the product. J&J recalled 31 million bottles of Tylenol capsules from store shelves and offered replacement products free of charge in the safer tablet form. J&J did not wait for evidence to see whether the contamination might be more widespread.
J&J’s leadership was in the lead and seemed in full control throughout the crisis. James Burke, J&J’s chairman, was widely admired for his leadership to pull Tylenol capsules off the market and his forthrightness in dealing with the media. (The Tylenol crisis led the news every night on every station for six weeks.)
J&J placed consumers first. J&J spent more than $100 million for the recall and relaunch of Tylenol. The stock had been trading near a 52-week high just before the tragedy, dropped for a time, but recovered to its highs only two months later.
J&J accepted responsibility. Burke could have described the disaster in many different ways: as an assault on the company, as a problem somewhere in the process of getting Tylenol from J&J factories to retail stores, or as the acts of a crazed criminal.
J&J sought to ensure that measures were taken to prevent as far as possible a recurrence of the problem. J&J introduced tamper-proof packaging (supported by an expanded media campaign) that would make it much more difficult for a similar incident to occur in the future.
J&J presented itself prepared to handle the short-term damage in the name of consumer safety. That, more than anything else, established a basis for trust with their customers. Within a year of the disaster, J&J’s share of the analgesic market, which had fallen to 7 percent from 37 percent following the poisoning, had climbed back to 30 percent.

Business Principles Should Hold True in Good Times and Bad

When the second outbreak of poisoning occurred four years after the first, Burke went on national television to declare that J&J would only offer Tylenol in caplets, which could not be pulled apart and resealed without consumers knowing about it.

Burke received the Presidential Medal of Freedom in 2000. He was named one of history’s ten most outstanding CEOs by Fortune magazine in 2003. In Lasting Leadership: What You Can Learn from the Top 25 Business People of Our Times (2004,) Burke emphasized,

J&J credo has always stated that the company is responsible first to its customers, then to its employees, the community and the stockholders, in that order. The credo is all about the consumer. [When those seven deaths occurred,] the credo made it very clear at that point exactly what we were all about. It gave me the ammunition I needed to persuade shareholders and others to spend the $100 million on the recall. The credo helped sell it.

Trust has been an operative word in my life. It embodies almost everything you can strive for that will help you to succeed. You tell me any human relationship that works without trust, whether it is a marriage or a friendship or a social interaction; in the long run, the same thing is true about business.

Idea for Impact: A Crisis Makes a Leader

The first few days after any disaster or crisis can be a make-or-break time for a company’s and its leaders’ reputation. The urgency experienced during a crisis often gives leaders the go-ahead to enact change faster than ever before.

Admittedly, the Tylenol case study is more clear-cut than most crises because, from the get-go, it is clearly evident that criminals, not Johnson & Johnson, were responsible for the poisoning and the withdrawal of Tylenol from stores was comparatively easier to execute.

The Relentless Post-Industrial Decline of Detroit // Book Summary of ‘The Last Days of Detroit’

August 20, 2020 By Nagesh Belludi Leave a Comment

Mark Binelli’s The Last Days of Detroit: The Life and Death of an American Giant (2013) is an astonishing chronicle of Detroit from the initial days of the French settlers, to the arrival of Henry Ford in 1913, the racial unrest in 1967, and the present-day hipster arrivistes who’re trying to resurrect the city.

Binelli characterizes the eeriness of the city’s many impoverished neighborhoods, the administrative corruption, and the underperforming public schools—all climaxing in the city’s bankruptcy in 2013. “Ruin porn” from Detroit evocatively exposes once-majestic, now-decaying buildings and factories overgrown with prairie grasses and wildflowers and on the brink of collapse.

Binelli outlines how Detroit became the hub of industrialized America. Detroit’s decay really began well before 1967, when the racial riots made it worse. In the 1950s, carmakers and their suppliers moved production out of the city to places with cheaper labor and land. Industrial automation superseded low-skilled jobs. The flight of middle-class residents out of Detroit—to its suburbs and beyond—distressed the city’s tax base and left the poorest, more vulnerable residents to fend for themselves.

Binelli includes stirring and occasionally heart-warming interviews with many residents—teachers, volunteer firefighters, students, clerks, union leaders—and a few Detroit figures who’ve become part of the local folklore.

What is particularly bleak about The Last Days of Detroit is how Detroit has become a symbol of the decline of America. In Binelli’s analysis, there’s barely anything particularly grave about Detroit—its decay could be reproduced everywhere else in the post-industrial West on account of ongoing socioeconomic changes.

Recommendation: Read Mark Binelli’s The Last Days of Detroit (2013.) It’s a fabulous piece of Americana.

The Biggest Disaster and Its Aftermath // Book Summary of Serhii Plokhy’s ‘Chernobyl: History of a Tragedy’

May 11, 2020 By Nagesh Belludi Leave a Comment

I visited the Chernobyl Exclusion Zone last year. This 2,600 sq km (1,000 sq mi) region spanning Ukraine and Belarus is the ghastly site of the greatest peacetime nuclear disaster in history. Yes, it’s safe enough to visit—with precautions, of course. [Read travel writer Cameron Hewitt’s worthwhile trip-report.]

Chernobyl is a gripping testimony to the perils of hubris and a poignant monument to the untold misery it imposed upon swathes of people.

To round out my learning from the trip, I recently read Chernobyl: History of a Tragedy (2019,) Harvard historian Serhii Plokhy’s haunting account of the nuclear disaster.

An Accident That Was Waiting to Happen

At 1:21 A.M. on 26-April-1987, an experimental safety test at Unit 4 of the Vladimir Ilyich Lenin Nuclear Power Plant complex in Chernobyl went dreadfully wrong. The test instigated a power surge. The reactor exploded and burst open, spewing a plume of radioactive elements into the atmosphere.

The discharge amounted to some 400 times more radioactive material than from the Hiroshima atomic bomb. Deputy Chief Engineer Anatoly Dyatlov, who was in charge of the calamitous test, called the ensuing meltdown “a picture worthy of the pen of the great Dante.” Sixty percent of the radioactive fallout came to settle in Belarus. Winds carried radioactive elements all the way to Scandinavia.

Right away, hundreds of firefighters and security forces consigned themselves to stabilize the reactor and stop the fires from spreading to the other reactors. In so doing, they exposed themselves to fatal doses of radiation, spending the rest of their lives grappling with serious health problems.

The world first learned of the accident when abnormal radiation levels were detected at one of Sweden’s nuclear facilities some 52 hours after the accident. It took the Soviet regime three days to acknowledge the meltdown publicly, “There has been an accident at the Chernobyl atomic-electricity station.” Soviet leader Mikhail Gorbachev addressed the nation 18 days after the accident, “The first time we have encountered in reality such a sinister force of nuclear energy that has escaped control.”

A Soviet Dream Town Then, a Graveyard of Dreams Now

The ghost town of Pripyat, a purpose-built workers’ settlement a mile from the nuclear plant, seized my mind’s eye. It was one of the Soviet Union’s most desirable communities, and 50,000 people lived there when the accident happened. Today, it’s a post-apocalyptic time warp—full of all kinds of dilapidated civic structures that once showcased the ideal Soviet lifestyle.

Pripyat was evacuated entirely on the afternoon of the disaster. Left to rot, the town has been completely overtaken by nature. A Ferris wheel—completed two weeks before the explosion, but never used—has become an enduring symbol of the inflictions. So have unforgettable images of deserted houses engulfed by forest, loveable stray dogs in dire need of medical attention, and a day-nursery strewn with workbooks and playthings.

A Human Tragedy: Disaster, Response, Fallout

Chernobyl: History of a Tragedy (2019) is a masterful retelling of the episode and its aftermath. Author Serhii Plokhy, who leads the Harvard Ukrainian Research Institute, grew up 500 kilometers south of Chernobyl. He later discovered that his thyroid had been inflamed by radiation.

Plokhy offers deeply sympathetic portrayals of the plant’s managers and engineers, the first-responders who risked their lives to contain the damage, and the civilians in the affected areas of Ukraine and Belarus.

Drawing upon the victims’ first-hand accounts as well as official records made available only after Ukraine’s 2013–14 Euromaidan revolution, Plokhy meticulously reconstructs the making of the tragedy—from the plant’s hasty construction to the assembly of the “New Safe Containment” structure installed in 2019.

The cleanup of the radioactive fallout could continue for decades. Robotic cranes will work in intense radiation and dismantle the internal structures and dispose of radioactive remnants from the reactors. The damage from the disaster may last for centuries—the half-life of the plutonium-239 isotope, one constituent of the explosion, is 24,000 years.

Design Flaws, Not All Operator Errors

Plokhy shows how Chernobyl personified the Soviet system’s socio-economic failings. Chernobyl was a disaster waiting to happen—an absolute storm of design flaws and human error.

The Chernobyl nuclear plant was hailed as a jewel in the crown of the Soviet Union’s technological achievement and the lynchpin of an ambitious nuclear power program. The RBMK (high power channel-type reactor) was flaunted as more powerful and cheaper than other prevalent nuclear power plant designs.

Anatoliy Alexandrov, the principal designer of the RBMK reactor and head of the Soviet Academy of Sciences, reportedly claimed that the RBMK was reliable enough to be installed on the Red Square. The communist czars skimped on protective containment structures in a great hurry to commission the Chernobyl reactors.

Commissars at the Ministry of Medium Machine Building, the secretive agency in charge of the Soviet nuclear program, knew all too well of the fatal flaws in the design and the construction of the RBMK reactors. Viktor Briukhanov, the Chernobyl plant’s director, had complained, “God forbid that we suffer any serious mishap—I’m afraid that not only Ukraine but the Union as a whole would not be able to deal with such a disaster.”

Yet, the powers-that-were assumed that clever-enough reactor operators could make up for the design’s shortcomings. Little wonder, then, that the Soviets ultimately attributed the accident to “awkward and silly” mistakes by operators who failed to activate the emergency systems during the safety test.

The Fallings of the Soviet System’s Internal Workings

Chernobyl: History of a Tragedy dwells on Soviet leadership and the ubiquitous disconnects and the vast dysfunctions in the Soviet state’s affairs.

Chernobyl is a metaphor for the failing Soviet system and its reflexive secrecy, central decision-making, and disregard for candor. The KGB worked systematically to minimize news of the disaster’s impact. KGB operatives censored the news of the lethal radioactive dust (calling it “just a harmless steam discharge,”) shepherded the tribunal hearings, and downplayed the political outcomes of the disaster.

Even the hundreds of thousands of Ukrainians, Belarusians, and Russians evacuated from the thirty-kilometer zone weren’t given full details of the tragedy for weeks. In the days following the accident, the Communist Party’s apparatus, well aware of the risks of radiation, did not curtail children’s participation in Kyiv’s May Day celebrations and parades.

Author Plokhy’s most insightful chapters discuss the historic political fallout of the disaster. Moscow downplayed the design flaws in the reactor and made scapegoats of a handful of the plant’s engineers and operators—just three men received 10-year prison sentences in 1987. One of the three, Deputy Chief Engineer Anatoly Dyatlov (whom I quoted above referring to Dante,) was granted amnesty after only three years. He died five years later from a heart failure caused by radiation sickness.

Chernobyl’s outstanding narrative feature is the interpretation of the disaster in the framework of the fate of the Soviet Union. Plokhy explains how Chernobyl was a decisive trigger to the unraveling of the Soviet Union. Chernobyl served as an unqualified catalyst for Gorbachev’s policy of glasnost (“openness.”) Too, it fanned the flames of the nationalist movements in the soon-to-break-away republics of Ukraine, Belarus, and the Baltics.

Recommendation: Read This Captivating Account of a Great Human Tragedy

Serhii Plokhy’s Chernobyl: History of a Tragedy (2019) is a must-read record of human fallacies and hubris. It’s a poignant narrative of the courage and helplessness of the thousands of firefighters, police officers, doctors, nurses, military personnel, and the communities who risked their lives to mitigate the aftermath of the disaster, investigate, and “liquidate” the site. On top, Chernobyl is an edifying thesis on how the disaster accelerated the decline and the downfall of the Soviet Union.

This is Not Responsible Leadership: Boeing’s CEO Blames Predecessor

March 12, 2020 By Nagesh Belludi Leave a Comment

In January, Boeing’s former Chairman, David Calhoun, became CEO after the board fired Dennis Muilenburg. Less than two months later, in a New York Times interview last week, Calhoun blamed Muilenburg for the misfortunes plaguing Boeing:

Asked why he wouldn’t give up his salary (he gets a $7 million bonus if he can get the 737 MAX back into the sky) in light of the 737 MAX-related woes, Calhoun declared, “… ’cause I’m not sure I would have done it [taken the job without a salary].”
On Boeing’s systemic culture problem (a steady trickle of revelations has exposed software problems and corners being cut in the engineering and certification processes,) Calhoun characterized the contents of the leaked emails as unacceptable but also downplayed the issue: “… I see a couple of people who wrote horrible emails.”
Calhoun has been on Boeing’s board since 2009. While the MAX crisis snowballed and Boeing’s crisis management went from bad to worse, Calhoun took over as the board’s chairman. In that capacity, he fully endorsed Muilenburg saying, “from the vantage point of our board, he has done everything right,” “he didn’t create this problem,” and “shouldn’t resign.” Now, in the last week’s interview, Calhoun had a different take: “Boards are invested in their CEOs until they’re not. We had a backup plan. I am the backup plan.”
Acknowledging that Muilenburg boosted production rates before the supply chain was ready, Calhoun declared, “I’ll never be able to judge what motivated Dennis, whether it was a stock price that was going to continue to go up and up, or whether it was just beating the other guy to the next rate increase. If anybody ran over the rainbow for the pot of gold on stock, it would have been him.”

Calhoun and the rest of Boeing’s board of directors were part of the context right from the outset. The roots of Boeing’s current crisis embody decisions made by the company’s leadership over a decade and fully sanctioned by the board. The board is wholly accountable for everything that happens under its authority.

Idea for Impact: Blame is an Accountability Killer

This is not responsible leadership. A true leader doesn’t pass the blame for failure but graciously accepts responsibility for the problems he inherited. Even though Boeing’s lapses may not be traceable directly to him in his capacity as a member of the company’s board, Calhoun should have acknowledged his—and the rest of the board’s—failing to keep an eye on Boeing’s leadership team over the last decade.

Leading with integrity means taking personal responsibility. It’s tempting for people to take flight and avoid the personal consequences of what happened, to reject personal responsibility, and to pass the blame on to other people.

Calhoun could have acknowledged that the board’s actions had a role in the situation. By facing up to these criticisms and admitting that Boeing and it’s board could have done things better, Calhoun could have encouraged others at Boeing to do the same, especially considering that he must overhaul the company culture from the top down.

Two Leadership Lessons from United Airlines’ CEO, Oscar Munoz

December 12, 2019 By Nagesh Belludi 1 Comment

United Airlines announced last week that CEO Oscar Munoz and President Scott Kirby would transition to new roles as executive chairman and CEO respectively in May 2020.

Two Leadership Lessons from United Airlines' CEO, Oscar Munoz Munoz was very good for the airline. He deserves kudos for getting United back on track, for improving the company’s culture, employee morale, brand image, and customer experience, and for hiring Kirby.

Munoz, who came to United from the railroad company CSX, had hitherto gained considerable experience while serving for 15 years on United’s (and its predecessor Continental’s) board. But, when he became CEO in 2015, he stated that he hadn’t realized how bad things had got at United. That admission reflects poorly on his board tenure—board members are expected to be clued-up about the day-to-day specifics of the company and have more visibility into the pulse of the company’s culture beyond its senior management. Alas, board members not only owe their cushy jobs to the CEOs and the top leadership but also build long, cozy relationships with them.
Munoz will be remembered chiefly for the David Dao incident and the ensuing customer service debacle. The video of Dao being dragged out of his seat screaming was seen around the world. While the dragging was not Munoz’s fault (the underlying problem wasn’t unique to United,) the company’s horrendous response to the incident was. However, Munoz is worthy of praise for using the event as a learning exercise and an impetus for wholesale change in United’s operations and employee culture. In the aftermath of the incident, many customers vowed to boycott United flights, but that sentiment passed as the backlash over the incident waned. Even so, the David Dao incident need not have happened for United’s operational and cultural changes to materialize.

Scott Kirby is a hardnosed, “Wall Street-first, customer loyalty-last” kinda leader. Even though Kirby has made United an operationally reliable airline, his manic focus on cost-cutting has made him less popular with United’s staff and its frequent fliers. Let’s hope he’ll keep the momentum and preserve the good that Munoz has wrought.

The Historian’s Fallacy: People of the Past Had No Knowledge of the Future

June 7, 2018 By Nagesh Belludi Leave a Comment

The practice of picking a thesis and then setting out to establish it is a widespread intellectual pursuit. But biographers and historians sometimes portray their subjects as if the historical participants could recognize what lay ahead of them.

Assuming that people of the past pondered over the events of their day from the same perspective as we do in the present is committing The Historian’s Fallacy.

The notion of the historian’s fallacy was first presented by the British literary critic Matthew Arnold (1822–88) in The Study of Poetry (1880.) In questioning how historical backgrounds were portrayed in the development of literary styles, Arnold called attention to the frequent logical error of using hindsight to assign a sense of causality and foresight of significant historical events to the people who lived through them. In reality, those historical participants may not have had wide-ranging perspective that we assume in interpreting the context, conventions and limitations of their time. Arnold wrote,

The course of development of a nation’s language, thought, and poetry, is profoundly interesting; and by regarding a poet’s work as a stage in this course of development we may easily bring ourselves to make it of more importance as poetry than in itself it really is, we may come to use a language of quite exaggerated praise in criticising it; in short, to overrate it. So arises in our poetic judgments the fallacy caused by the estimate which we may call historic. … Our personal affinities, likings and circumstances, have great power to sway our estimate of this or that poet’s work, and to make us attach more importance to it as poetry than in itself it really possesses, because to us it is, or has been, of high importance.

The American historian David Hackett Fischer, who coined the phrase “historian’s fallacy,” cited the claim that the United States should have anticipated Japan’s surprise attack on Pearl Harbor because of the many warning signs that an attack was in the cards. Fischer argues those signs seem obvious only in hindsight—to the World War II military leaders, many of those signs suggested possible attacks on many positions other than Pearl Harbor.

A good historian strives for objectivity by ignoring his own knowledge of consequent events and employing only what the historic individuals would have known in the context of their own time.

A related fallacy is Presentism—a manner of historical analysis wherein the past is interpreted by means of present-day attitudes. Presentism often fosters moral self-righteousness. Employing present-day moral standards to reflect on the Founding Fathers’ ownership of slaves, David Hume’s racism, or Gandhi’s opposition to modernity and technology should not be tainted by our stance of temporal condescension.

Governance

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Successful Crisis Management: Full Responsibility, Proactive Stance

The ‘Grand-Daddy’ of Good Crisis Response

Business Principles Should Hold True in Good Times and Bad

Idea for Impact: A Crisis Makes a Leader

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An Accident That Was Waiting to Happen

A Soviet Dream Town Then, a Graveyard of Dreams Now

A Human Tragedy: Disaster, Response, Fallout

Design Flaws, Not All Operator Errors

The Fallings of the Soviet System’s Internal Workings

Recommendation: Read This Captivating Account of a Great Human Tragedy

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Idea for Impact: Blame is an Accountability Killer

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