Heskett Column: Where Is the Microsoft Board? Summing Up

In the case of a high-tech company where significant ownership rests in the hands of management (e.g Microsoft), the Boards have a major dilemma: are they supposed to protect the interests of shareholders alone or, those of all stakeholders, including employees and customers? Moris Simson (HBS ISMP 91) Mitel Corporation

The predominance of opinions expressed a concern about what happened in Microsoft's dispute with the Government and laid the blame at the feet of both the company's leadership and of board members who either supported the leadership or, if they didn't, were not able to make their views heard.

But a significant number supported Bill Gates and the board and weren't even sure that, when the final result is known, it will be a net minus for the company. They generally took issue with one or more premises including: (1) that the outcome of the dispute would be a negative one for Microsoft caused by (2) a defense personally led by Bill Gates and (3) by the failure of the company's board to provide counsel.

Those taking issue with these premises generally saw the company's leadership with the support of the board consciously standing on principle, whether defending the right to innovate or standing up against the Government's regulatory bias. There was some feeling in this group that Microsoft was unlucky in drawing a judge who turned out to be hostile to their cause. Matt Deter's remarks typify this position. As he put it, "Antitrust law is a set of laws the government uses to enforce their whims and desires...For Microsoft to treat such a system of non-objective law with disdain ... and contempt ... is a commendable and uplifting act of principle."

Questioning whether outside board members provide all that much added objectivity and influence and pointing to the success of the company, Bruce Lowenthal said "...I would rather address the problem of board inaction when things are not going well even with a high percentage of outside representation."

The views of those essentially lamenting the result but questioning the board's ability to do much about it were summed up in Erich Almasy's comment that what happened "is more a function of Bill Gates' dominant personality than the Board's immaturity. When I look at GE's Board I see ... a kind of Super Board. Yet, I wonder how often they confront, much less contradict, Jack Welch." As Tom Broge put it, "If someone can figure out how to get people to listen to good advice when they don't want to hear it, now THAT would be something big."

Moris Simson's thought-provoking response was typical of those that raised more questions than they answered. In his words, "As long as shareholder value maximization is the sole focus of Boards in a capitalistic context, objectivity in judgment is at risk: putting shareholders above all stakeholders is not a sustainable proposition, especially in the Knowledge Economy where employees are the most valuable asset." It was one of several that questioned whether governance policies and practices are designed to achieve what many felt to be their primary purpose, to foster the long-term success of the corporation on behalf of all stakeholders. What do you think?