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Corporate Lawyers: Does F500 Board Usually Have Power Over Non-CEO Execs?
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Date: April 21st, 2025 4:46 PM Author: ...,,..;...,,..,..,...,,,;.., i assume BoD has to formally elect all the high level c-suite officers, but aside from the CEO, how much real authority do they have over the choice of the other execs? is it basically the CEO's decision? (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48867884) |
Date: April 21st, 2025 5:11 PM Author: jonathan penis no. typically coos, cmos, etc. can overrule the board. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868011) |
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Date: April 21st, 2025 5:12 PM Author: Drunkard *chat GPT doing legal advice* (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868020) |
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Date: April 21st, 2025 8:59 PM Author: ...,,..;...,,..,..,...,,,;.., (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868871) |
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Date: April 21st, 2025 10:00 PM Author: jonathan penis (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48869083) |
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Date: April 21st, 2025 10:09 PM Author: richard clock (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48869104) |
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Date: April 22nd, 2025 3:04 PM Author: .,.,...,..,.,.,:,,:,.,.,:::,...,:,...:..:.,:.::,. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48871374) |
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Date: April 23rd, 2025 9:53 AM Author: novus homo (gunneratttt) (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48873406) |
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Date: April 21st, 2025 9:01 PM Author: Diane Rehm talking dirty (🐿️ ) They are ELECTED by the shareholders. It’s a sacred trust. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868874) |
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Date: April 21st, 2025 9:03 PM Author: Pierbattista Pizzaballa No, typically they don’t have official power to hire and fire employees other than the CEO (but the by laws could give them that power and they probably advise and consent).
Any complaints about another c-suite exec would be dealt with more informally and the CEO would be the person to fire them. You can’t have the board undermining the CEO or the whole structure will fall apart if people think they need to win over the board.
Could be totally different at small companies or at company formation, but for an F50 there are clear lines of power. |
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Date: April 21st, 2025 9:05 PM Author: Paralegal Mohammad Lol at this shitboard.
The board usually does not exercise 'power' over non-C-level executives, but they absolutely can should they need to. But believe me, before it came to that they would probably replace the CEO.
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Date: April 21st, 2025 9:07 PM Author: Pierbattista Pizzaballa When you say “can” do you mean formally? Like there are provisions to fire the CTO? (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868897) |
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Date: April 21st, 2025 10:02 PM Author: Paralegal Mohammad Provisions in what? I mean yeah, they can take a vote through one committee or another if needed. But in practice this would be done through soft influence over the CEO, and if he or she did not comply, which would never happen, they’d replace the CEO first. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48869087) |
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Date: April 22nd, 2025 10:56 AM Author: Pierbattista Pizzaballa Okay, we agree. You need to check the by-laws. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48870477) |
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Date: April 22nd, 2025 10:59 AM Author: Pierbattista Pizzaballa I just checked Exxon’s and they explicitly choose the CEO, CFO, and GC. They also have the power to name VPs and establish divisions. So while this is all going to be done with the agreement of the CEO, you could get one-offs where they appoint an exec who might report directly to the board.
Check your by-laws, people! |
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Date: April 21st, 2025 9:09 PM Author: Kenneth Play cr (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868907) |
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Date: April 21st, 2025 9:11 PM Author: ...,,..;...,,..,..,...,,,;.., poor rc? i didn't mention non c-level execs. in fact, i specifically asked about c-level execs (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48868914) |
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Date: April 21st, 2025 9:59 PM Author: Paralegal Mohammad Sorry. Same response. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48869078) |
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Date: April 21st, 2025 10:02 PM Author: richard clock the board typically delegates to the ceo the power to hire all other employees, including c-level. board members have no desire to be involved in hiring rank and file employees. comp committee will set the comp for the c-level people. it would be unusual for the board to micromanage the ceo's choice of his direct reports. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48869088) |
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Date: April 21st, 2025 10:06 PM Author: WikiFeet General Counsel (actual lawyer)
This is cr. |
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Date: April 22nd, 2025 3:06 PM Author: .,.,...,..,.,.,:,,:,.,.,:::,...,:,...:..:.,:.::,. No, but they will grill the CEO over whatever issue and usually the CEO will push that down to the C-level responsible. They will not directly push on the CFO or whatever but it is impossible that the CEO feels pressure for a CFO issue and the CFO just skips away smiling. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48871382) |
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Date: April 23rd, 2025 8:11 AM Author: .- .-. . .-. . .--. - .. .-.. . Public companies are slightly different animals. They are required to have numerous Board committees including an audit committee. The CFO will generally own the relationship with the audit committee chair and through that the Board has some level of oversight of the CFO function directly. Similarly the Board will have a Compensation committee that looks into HR practices and the COO will own the relationship with the Comp committee chair. That’s how the Board runs oversight of the entire C suite. It’s not just the CEO. Audit is interesting because the Chief Auditor will normally be a direct report of the Audit Committee chair with only dotted line reporting to the CFO or CEO. Your chief auditor works directly for the Board. You also have a Chief Accounting Officer who is the CFO’s bitch usually and he has a weird dotted line chain to the Audit Committee chair as well. That dude usually has the worst C level job of all because he’s really one down from the real C level and everyone is at least nominally his boss. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48873229) |
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Date: April 23rd, 2025 9:52 AM Author: .,.,...,..,.,.,:,,:,.,.,:::,...,:,...:..:.,:.::,. You're not merely at "a public company" you're at a bank which is a totally different animal. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48873404) |
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Date: April 23rd, 2025 11:17 AM Author: .- .-. . .-. . .--. - .. .-.. . I didn't say anything about banks. Banks are even weirder in that your regulator attends you board meetings and you have various investment and asset committees that are nominally management committees but with Board involvement. You also have risk committees at banks but some banks roll risk up under their audit committee. The real issue with banks is that the regulator is in the room for everything but that's what keeps lawyers employed by the drove. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48873582) |
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Date: April 23rd, 2025 1:08 PM Author: .,.,...,..,.,.,:,,:,.,.,:::,...,:,...:..:.,:.::,. You didn't, but you are at a bank (like my wife) and I happen to know that everything in that world is different than your typical F500. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48874008) |
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Date: April 23rd, 2025 10:05 AM Author: novus homo (gunneratttt) cr.
boards typically just rubberstamp whatever the ceo recommends. when they come into conflict the board will try to replace the ceo, not takeover his role in managing the company. |
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Date: April 22nd, 2025 10:08 AM Author: ceci n'est pas un avocat mid-career associate general counsels are the real "power behind the throne" in most F100s ime (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48870337) |
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Date: April 23rd, 2025 8:19 AM Author: richard clock the "of counsels" of the corporate world, so to speak (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48873236) |
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Date: April 22nd, 2025 2:27 PM Author: Anne Frank sporting a full bush Depends on the company by-laws.
Even still it's unusual for the board to get involved with hiring/firing decisions for positions outside president/ceo/cfo.
Boards are kinda like constitutional monarchies, they may have a lot of authority on paper, but exercising it could cause the whole thing the crumble which is why most things are delegated to the CEO. |
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Date: April 22nd, 2025 2:36 PM Author: .- .-. . .-. . .--. - .. .-.. . Public companies have to disclose comp of their top 5 named executive officers annual in their proxy statements. The Board or at least the compensation committee of the Board generally owns the sections of the proxy (the so called CD&A) that goes into how this comp is calculated and why it makes sense. As such the Board is usually very much involved in the comp decisions for these top 5 people. It's rare that they wouldn't be. It's also common practice to have them sign off at least tangentially on literally all equity grants no matter how small so they will get a giant list of every grant including the 2 shares that may go to the janitor in any given year. Outside of this the Board will not micromanage the CEO though they still have to sign off on big things like the Company's overall Omnibus incentive plan. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48871272) |
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Date: April 22nd, 2025 2:41 PM Author: .- .-. . .-. . .--. - .. .-.. . And FYI the best job in the world is to be the comp lawyer who does the CD&A. You basically work 1 month a year for $250k. These bitches (it's always some mommy track ex-biglaw comp lawyer and usually a former partner) have such a niche specialty that they can write their own ticket. They do the CD&A and basically nothing else for the rest of the year. They aren't day to day comp lawyers so they don't really work on wrongful terminations or any of that BS. Maybe they do 10b5-1 plans but half the time Morgan Stanley or Fidelity do those wholesale and the in-house lawyer does basically nothing. (http://www.autoadmit.com/thread.php?thread_id=5714140&forum_id=2:#48871288) |
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Date: April 22nd, 2025 2:43 PM Author: ;...;;;;...;. Generally, not directly or with any regularity.
In practice, boards will fairly often put some soft pressure on CEOs to make C-Suite changes. |