WSJ: Directors at RIM Pressed to Exert Control
- By WILL CONNORS
TORONTO�After a disastrous year at Research in Motion Ltd., Wall Street and a wide swath of corporate Canada are now asking: Where's the board?
RIM shares hit a series of multiyear lows after warning on Dec. 15 its new BlackBerry won't be out until later next year. Its current line isn't selling well in the U.S., as Apple Inc.'s iPhone and other competitors gobble up market share.
Once Canada's biggest company by market capitalization, RIM has shed about $30 billion in value so far this year. It's now worth just over $7 billion, less than that other Canadian icon, coffee and doughnut chain Tim Hortons Inc.
Amid the carnage, a growing chorus of investors and analysts are calling for RIM's independent directors to take firmer control of the company, either by forcing a big strategic shift, selling the company or ousting co-Chief Executives Jim Balsillie and Mike Lazaridis, who also serve as co-chairmen.
Mr. Balsillie has long been seen as the company's driving corporate force, taking charge of financial and marketing matters and leaving Mr. Lazaridis, who co-founded the company, to focus on engineering. This year, both are being widely blamed for not taking action to stem RIM's woes.
RIM said neither executive was available to comment.
Intensifying calls for management change, RIM agreed in June to review its unusual co-CEO and co-chairmen structure, bowing to pressure from shareholder activists. A small Canadian fund threatened to put the structure up for a vote at RIM's last annual meeting. The board committee is expected to issue a report next month.
In the meantime, investors and corporate-governance experts have urged bolder public action from independent board members. Jaguar Financial Corp., a small Toronto merchant bank and RIM investor, recently called for two prominent independent directors "to take the lead in making dramatic governance change or else resign," part of a public campaign to urge a sale of the company. A broad call for board action has echoed in private by bigger investors, and publicly by a growing number of Wall Street analysts.
RIM defends its board makeup, noting seven of nine directors are independent, elected annually and "deeply committed to building long-term value for all shareholders."
RIM has said the board's lead director, John Richardson, provides a strong, independent voice.
But shareholder-rights groups have long targeted Mr. Richardson, a 78-year-old former Canadian insurance executive, as ineffective. He's been on the board since 2003, and has been lead director since 2007. Institutional Shareholder Services Inc. recently wrote that he "does not provide a sufficient counterbalance" to management.
Mr. Richardson didn't respond to requests for comment.
According to a person familiar with the matter, independent directors have long deferred to Mr. Balsillie. Mr. Richardson runs the agenda in board meetings and Mr. Lazaridis typically makes short presentations, outlining the company's "technical roadmap" or detailing new products, this person said, but Mr. Balsillie controls the floor.
Mr. Balsillie is "the most forceful presence in the room by far," this person said. The two co-CEOs also have long prevented other executives at RIM from accessing the board, or from gaining insight into what goes on at board meetings, according to another person close to the company.
RIM's independent directors are drawn mostly from Canada's relatively small business world, most of whom joined in 2007. At the time, RIM still dominated the smartphone market, but it was also investigating claims of backdated stock options. The probe found sloppiness, not criminal activity, but RIM later settled with the Ontario Securities Commission and the U.S. Securities and Exchange Commission, agreeing to pay fines and restate earnings.
Mr. Balsillie admitted mistakes at the time, and he agreed to step down as chairman. The company said it would separate the roles of CEO and chairman. But late last year, Mr. Balsillie rejoined Mr. Lazaridis as co-chair.
RIM's highest-profile independent director is Barbara Stymiest, who joined the board in 2007. She was a former chief executive of the Toronto Stock Exchange and served as a top executive at Royal Bank of Canada, the country's largest lender.
Another prominent director is Roger Martin, the dean of the University of Toronto's Rotman School of Business and a corporate-governance advocate. In a critically acclaimed book published earlier this year, he draws business lessons from the National Football League, arguing among other things, for revamping corporate governance, including boosting the role of the independent director.
[RIMBOARD]
Referring to corporate boards generally, he writes that the members "can choose to accept a check-the-box meeting, or they can rise above it and focus on doing their important public-service job: helping their company to perform well," he writes.
The two have become a lightning rod for criticism because of their high profile in Canada and their corporate-governance experience. "It would seem to be a joke to have two people on the board who claim to be experts in corporate governance," said an executive at one big RIM investor.
Mr. Martin declined to comment.
Ms. Stymiest didn't respond to requests for comment.
�Ben Dummett and Joann S. Lublin contributed
to this article.
Read more: Research in Motion Directors Pressed to Exert Control Over BlackBerry Maker - WSJ.com12-27-11 09:31 AMLike 0 - sleepngbearRetired ModeratorThe two co-CEOs also have long prevented other executives at RIM from accessing the board, or from gaining insight into what goes on at board meetings, according to another person close to the company.12-27-11 09:50 AMLike 0
- According to a person familiar with the matter, independent directors have long deferred to Mr. Balsillie. Mr. Richardson runs the agenda in board meetings and Mr. Lazaridis typically makes short presentations, outlining the company's "technical roadmap" or detailing new products, this person said, but Mr. Balsillie controls the floor.
This crap might have worked for the 1960's megacorporations. Now it's just asking for a shareholder revolt.12-27-11 09:56 AMLike 0 - Things definitely need to change at RIM. It is obvious the current management team waited until iPhone and Android had a full head of steam before reacting and looking to change the OS over to something that may be able to compete in the newly redefined smartphone market. It is also evident that choosing a Micro-Kernel and having to build an OS on top from scratch, while having the potential to be way more powerful than the competition, was also much more difficult and slower than they planned. They probably would have been better served going with and hardening WebOS and porting BB features to it as the quick and dirty fix for today, and also do the QNX acquisition as a long term strategic move and start porting the WebOS apps and environment into QNX when it was ready. As we have clearly seen, Tablet OS, and eventually BB10 are not ready for prime time yet and still lack many basic features that even BBOS has today. Hopefully OS2.0 will be a turning point, but even if it is I don't think you can give Mike or Jim a pass and overlook the failures under their watch, because even if they come out of this transition and rebuild their US market and secure the World Market, their will eventually need to be another transition down the road and neither Mike or Jim have shown the ability to recognize the need for a transition, or execute a transition cleanly.purijagmohan likes this.12-27-11 10:27 AMLike 1
- I really want to see RIM succeed but it won't happen just because you wish for it. They haven't shown anything yet. It's these types of quotes "just wait and see what's coming" that drive me crazy. It's always a lot of talk but there is never any delivery. The sad thing is there seems to be a lot of folks who are working at RIM that also have this blind faith mentality. There definitely needs to be change and very soon. They cannot wait until end of 2012 to release a new product. Why is it that others already have LTE devices on the market but RIM cannot?mud314 likes this.12-27-11 10:52 AMLike 1
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How do they expect to lure developers when the NDK has no UI as of now? The platform is being flooded with games based on this and I find it rather disturbing...
Btw, please share what you know about OS 2 because all we got to see was a fancy picture app and a few screen shots of email and pim...12-27-11 11:27 AMLike 0 - What is particularly troubling for me is that Smartphones dominate technology right now, they are the next big thing, and RIM invented them, RIM cannot compete in the segment they created! QNX is no different than the other *NIX OSs out there (iOS and Android), they should have been developing their flavor of it in 2007.12-27-11 12:42 PMLike 0
- I really want to see RIM succeed but it won't happen just because you wish for it. They haven't shown anything yet. It's these types of quotes "just wait and see what's coming" that drive me crazy. It's always a lot of talk but there is never any delivery. The sad thing is there seems to be a lot of folks who are working at RIM that also have this blind faith mentality. There definitely needs to be change and very soon. They cannot wait until end of 2012 to release a new product. Why is it that others already have LTE devices on the market but RIM cannot?
so no its not a `blind faith` mentality, we`ve all seen parts of OS2.12-27-11 05:06 PMLike 0 - Some of these postings talk like the co-ceo/chair positions are subject to a public and free vote - like a government election. In the many articles and postings on CB, the word "ownership" is infrequently mentioned. Corporate governance is not a free and open election. Outside directors in closely held companies are not intended to have an overwhelming say in governance. Rather, they are meant to provide some outside perspective and some balance.
Since the co-ceo's control over 10% of the shares, they hold a big block of power. While not exactly closely held, this 10% share is a significant base of power. If another 40% of shares follow them, they have essential control. Don't think that's significant ? - just look at the last election when the co-ceo's were voted back as directors by a large majority of shareholders.
If shareholders are not happy, they can mount campaigns and ultimately proxy fights. If they are a small minority, they get largely ignored. If they are a large minority, they get a bit of influence but a lot more public notice. If the minority gets big enough, it can get ugly.
IMO - unfortunately RIM's unhappy minority is getting a bit bigger and we can expect to see more public displays of unhappiness while internally the company battles to regain a larger market momentum.Last edited by glassofpinot; 12-27-11 at 09:49 PM. Reason: sp
12-27-11 05:12 PMLike 0 - Some of these postings talk like the co-ceo/chair positions are subject to a public and free vote - like a government election. In all the many of articles and postings on CB, the word "ownership" is infrequently mentioned. Corporate governance is not a free and open election. Outside directors in closely held companies are not intended to have an overwhelming say in governance. Rather, they are meant to provide some outside perspective and some balance.
Since the co-ceo's control over 10% of the shares, they hold a big block of power. While not exactly closely held, this 10% share is a significant base of power. If another 40% of shares follow them, they have essential control. Don't think that's significant ? - just look at the last election when the co-ceo's were voted back as directors by a large majority of shareholders.
If shareholders are not happy, they can mount campaigns and ultimately proxy fights. If they are a small minority, they get largely ignored. If they are a large minority, they get a bit of influence but a lot more public notice. If the minority gets big enough, it can get ugly.
IMO - unfortunately RIM's unhappy minority is getting a bit bigger and we can expect to see more public displays of unhappiness while internally the company battles to regain a larger market momentum.12-27-11 05:31 PMLike 0 - My company had the CEO as chairman of the board. It is a bad idea. He kept his direct reports from accessing the board and essentially controlled the board. With the co-CEO's also co-chairmen, it is probably beyond the board to organize against them. More than likely no one has the balls to stand up or be outspoken. That is what happened at my company. I have also never seen a co-leader situation work long term, and I am surprised it has thus far at RIM.
They need clear leadership and change. Change is not driven by committee.kevinnugent likes this.12-27-11 07:09 PMLike 1 - you seem confused, PIM has been shown off many times for the playbook, heck even kevin showed it on one of the podcasts. so ye they have shown stuff. have they shown everything? no, but have apple shown you the ipad3 or the iphone5 yet? exactly.
so no its not a `blind faith` mentality, we`ve all seen parts of OS2.
BTW, what does the iPad3 or the iPhone5 have to do with this conversation? We're talking about RIM not Apple.12-27-11 08:26 PMLike 0 - sleepngbearRetired Moderator
And the dude is not confused. He's been on the money before.12-28-11 09:50 AMLike 0 - I think he was just drawing a comparison. We all know an iPhone 5 and iPad 3 are coming, but at this point nobody knows when, what they look like, what their specs will be or anything else about them. Nobody in tech reveals their hand until they play it, so why should we expect RIM to do so.
And the dude is not confused. He's been on the money before.12-28-11 10:30 AMLike 0 - They might be working on a major leadership change at RIM. They're probably looking for suitable candidates just in case.
I'm guessing Lazaridus could change his role to head of engineering and Balsillie would be a board member and give finance and marketing to others.
Let's give them 2012. They should have the opportunity to make things right.Last edited by anthogag; 12-28-11 at 09:46 PM.
12-28-11 10:30 AMLike 0 -
Furthermore, RIM (read co-CEOs) currently has no credibility left. They've missed every opportunity to deliver. Both Google and Apple deliver products on time and seemingly what the market wants (whether the market knows it or not). Delaying BB10 by an additional 7-8 months, apparently because of LTE (something that other vendors already offer) only increases the expectations on RIM. They've gotten themselves into a negative feedback loop and the only way to break it is to remove the two idiots in charge. The consequences of removing them cannot be any worse than keeping them.12-28-11 01:34 PMLike 0 - Exactly. OS2 isn't some earth shattering release. It's something they should've had with the original launch.
Furthermore, RIM (read co-CEOs) currently has no credibility left. They've missed every opportunity to deliver. Both Google and Apple deliver products on time and seemingly what the market wants (whether the market knows it or not). Delaying BB10 by an additional 7-8 months, apparently because of LTE (something that other vendors already offer) only increases the expectations on RIM. They've gotten themselves into a negative feedback loop and the only way to break it is to remove the two idiots in charge. The consequences of removing them cannot be any worse than keeping them.
They still have a lot of credibility with me. I love my pb+BB combo. If they continue to update and 'improve' the pb (more great apps) I can easily wait
RIM wants to put-out a super next-gen phone, if they need more time, that's quite alright with me. What do most people use the phone for, calls, emails, texting, internet...current BB phones are already excellent with these functions, and if you want to play games, watch movies, read books, etc....get the playbookjamesbondOO7 likes this.12-28-11 02:17 PMLike 1 - sleepngbearRetired ModeratorThey still have a lot of credibility with me. I love my pb+BB combo. If they continue to update and 'improve' the pb (more great apps) I can easily wait
RIM wants to put-out a super next-gen phone, if they need more time, that's quite alright with me. What do most people use the phone for, calls, emails, texting, internet...current BB phones are already excellent with these functions, and if you want to play games, watch movies, read books, etc....get the playbook
RIM's Board: Asleep at the Switch - TheStreet
Scary stuff here. Trouble is, the attention it's finally getting is four years too late.12-28-11 02:52 PMLike 0 - You're wrong bro. People are no longer using phones strictly for calls, emails, texts, and Internet. Now? Gps. Media. Camera/video/mobile blogging. They have apps where you can track your kids, down to how fast they are traveling. I use my phone to unzip and email large files. One guy posted how he uses his phone to learn exciting new work out regimens. Apps! Apps! Apps! As people start to stretch the dollar.. So does the laundry list for luxury items such as smartphones. Rims vision was never to produce an all in one device. While apple is somewhat the otherway around. Who's more successful at this point in time? RIM has been doing the bare minimum for years! One of the reasons I've left the platform. When I paid $200 for a 9650! A phone that wasn't even better than my 8900! I was done. Now they have to man up and suffer the consequences. Quit yapping about what you're going to do and do it already!
Last edited by West Coast Flavor; 12-28-11 at 03:36 PM.
12-28-11 03:32 PMLike 0 - Exactly. OS2 isn't some earth shattering release. It's something they should've had with the original launch.
Furthermore, RIM (read co-CEOs) currently has no credibility left. They've missed every opportunity to deliver. Both Google and Apple deliver products on time and seemingly what the market wants (whether the market knows it or not). Delaying BB10 by an additional 7-8 months, apparently because of LTE (something that other vendors already offer) only increases the expectations on RIM. They've gotten themselves into a negative feedback loop and the only way to break it is to remove the two idiots in charge. The consequences of removing them cannot be any worse than keeping them.
Thats not completely true. iPhone4 was late, iPhone 4s was late and iPhone5 is delayed for the same reasons as BB10 devices. Google has no devices to launch, it's software. There have been plenty of android devices delayed also.
OS2 will be shattering, it will also revitalize the Tech reviews of it. RIM just needs to pull it off perfectly.12-28-11 04:10 PMLike 0 - Thats not completely true. iPhone4 was late, iPhone 4s was late and iPhone5 is delayed for the same reasons as BB10 devices. Google has no devices to launch, it's software. There have been plenty of android devices delayed also.
OS2 will be shattering, it will also revitalize the Tech reviews of it. RIM just needs to pull it off perfectly.
Nobody outside of here will care about what OS2 is.12-28-11 04:47 PMLike 0 - avt123O.G.They still have a lot of credibility with me. I love my pb+BB combo. If they continue to update and 'improve' the pb (more great apps) I can easily wait
RIM wants to put-out a super next-gen phone, if they need more time, that's quite alright with me. What do most people use the phone for, calls, emails, texting, internet...current BB phones are already excellent with these functions, and if you want to play games, watch movies, read books, etc....get the playbook
This is why BB10 is huge. It completely levels the playing field (hopefully). I do not want a tablet to do the things that should easily be accomplished on my smartphone. I doubt a lot of people want to carry around extra devices just to do this. We are moving forward in time, not backward.12-28-11 04:52 PMLike 0 - avt123O.G.Thats not completely true. iPhone4 was late, iPhone 4s was late and iPhone5 is delayed for the same reasons as BB10 devices. Google has no devices to launch, it's software. There have been plenty of android devices delayed also.
OS2 will be shattering, it will also revitalize the Tech reviews of it. RIM just needs to pull it off perfectly.
The 4S was late? What? Apple said in the fall of 2011. No one knows about the iPhone 5 or if it was suppose to launch this year. It was all rumors.12-28-11 04:56 PMLike 0 - Thats not completely true. iPhone4 was late, iPhone 4s was late and iPhone5 is delayed for the same reasons as BB10 devices. Google has no devices to launch, it's software. There have been plenty of android devices delayed also.
OS2 will be shattering, it will also revitalize the Tech reviews of it. RIM just needs to pull it off perfectly.12-28-11 05:30 PMLike 0
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