저자: CharlieMunger · 외국인
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버크셔 이사회는 대주주·고정 지분 보유 이사들로 구성돼 독립성과 주인의식이 높아 최고의 이사회라는 주장. 반면 일반 기업의 이사회는 이사 보수에 의존해 독립성이 떨어지고, 다양성 할당 방식의 이사 선임은 실질적 견제를 약화시킨다고 비판. 이사는 자리에서 물러날 수 있는 독립적 태도를 가진 사람이어야 한다는 견해. 구체적 수치로는 이사 보수 연 10만~20만 달러, 이사 재직 경험 19개 이사회 언급.
다듬은 글
I hope I'm not insulting any of my friends that are on comp committees. You're insulting the dogs. Well, we are completely out of step with modern practices with directors. The modern practice is to have one from each diversity car category and to have a whole lot of people who need more or less the h 100,000 or $200,000 per year that they're paid for being a director.
And people think this makes the system better. at Bergkshire, all the directors are rich and they own a lot of stock in Berkshire and they're all very smart and they don't get any liability insurance provided by Bergkshire. So, we've been we've been waiting for our system to spread, but it we seem to be losing.
Yeah, it's it's it's a it's a tough job uh at times. to be a director. The the the real problem that you can face and of and may often face is when you're dealing with mediocrity. I mean, if you if you have a baseball team and you have a 240 hitter in the majors, 240 hitter in the majors is still a pretty good baseball player, but if your job is to have a winning team, you get rid of them and you find somebody that can bet 280 or 290 and feel just as well.
Uh, in business, the tough part is to get is to get rid of something a notch or two above mediocrity, but but but not the best one that could be found. And and uh uh when a when people meet every couple of months, they come from different parts of the country and they have the normal social instincts.
They don't like to have rump meetings or to sort of talk behind people's backs. It's very difficult uh for a group and particularly if it's a group like Charlie described where a significant number of them the director's fees they earn are important to their well-being and they like they'd love to be recommended for another board and add another $100,000 a year to their income.
Uh it's very difficult for somebody to lead a charge and all of a sudden start at the meeting or or trying to arrange a rump meeting of some sort to say, you know, we really think this guy at the head of the table is no good. And changing dealing with mediocrity is is a uh or like I say, a notch above it uh is a difficult is a difficult problem uh if you're a board member.
And we believe that you know independence is a it's a state of mind. I mean it and and it's the willingness but not the eagerness to challenge uh the ideas of others and to if you see a merger that doesn't make sense and Charlie and I have seen a lot of them and we've been on the boards and sometimes we've spoken up and sometimes we haven't spoken up to feel that you know you can the group around you in terms of social behavior can only tolerate a certain amount of obnoxiousness on the part of yourself that you have to sort of ration it out and uh uh so you save yourself for big ones and then it's it's it's not necessarily an easy equation and certainly I would say of the things I've seen proposed in the way of major acquisitions and a significant percentage of them I wouldn't do myself but would would I overrule somebody else uh I wouldn't get the votes probably anyway and and it's a very difficult thing to do.
You occasionally fire a bullet if you think it's important enough and usually it doesn't do any good. Um so I we have a group that has every one of them has significant money invested in Bergkshire. They all bought has every one of them has significant money invested in Bergkshire. They all bought it in the market just like you did.
I mean, nobody I mean, I'm I've been on all these boards and they keep handing me things and and you know, I had shares of this one and that one are given to me or options or whatever. Uh matching charitable contributions, all kinds of things. But we have real owners on our board and what they make for being board members is really inconsequential as I get reminded occasionally uh com compared to their investment and they're friends of mine.
They're smart. They're very smart. I mean, they are handpicked in terms of of business brain power and quality of of of of human being. And uh I really think that you know we have the best board in the country but that people that want to make their evaluations by checklist uh you know whether either in terms of diversity or in terms of of supposed independence although I don't know how anybody that's getting half their income from board memberships can be independent.
uh you know, we don't we we may not stack up so well, but but it's uh it's the kind of board that I want to have knowing that if I die tonight that virtually everything I have goes to a foundation. I want to have that foundation have as much money over the years to spend as possible. I think what has happened at at Bergkshire is just wonderfully for the good and I do think we have a perfectly marvelous board.
What makes me sad, as I said earlier, is I don't see more of the same practice followed elsewhere. A director getting $150,000 a year from a company who needs it is not an independent director. That director, it automatically becomes an inside director. And so, it's a typical government intervention.
Uh it's just it's it says it's doing one thing and it does another. Yeah. I have never I've been on 19 boards. I've never seen a director where the director's fees were important to them object to an acquisition proposal, object to a compensation arrangement of the CEO. It's just never happened, you know, and uh in my in my experience and and uh you know, they do not they frequently do not behave as they would if they own the place.
and and and basically we want people that that that behave as if they own the place. The correct system is the Lu Rut system. Elu R who had three different cabinet appointments if I remember right said no man was fit to hold public office who wasn't perfectly willing to leave it at any time. And if you wrote didn't approve of something the government asked him to do, he could always go back and be the most soughtafter lawyer in the world.
He had an identity to go back to when he didn't need the government's salary. And I think that ought to be more the test in corporate directorships. Uh is a man really fit to make tough calls who isn't perfectly willing to leave the office at any time. My answer is no. Yeah, we have one of our directors who was who's been removed twice from compensation committees of other corporations because he had the timmerity to actually question whether the compensation uh arrangement being suggested was the appropriate one.
I mean it uh it's not it's it's it's being put on the comp committee of American corporations. As I've said, they're not they're looking for Chihuahua and and and and not Great Danes and Dobermans and uh Yeah. And I hope I'm not insulting any of my friends that are on comp committees. You're insulting the dogs.
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