Wednesday, April 18, 2007

Dow Dismissals

By HILFRA TANDY (Editor, Chemical Matters)
Dow dismissals - To lose one may be regarded as a misfortune, to lose two looks like carelessness (apologies to Oscar Wilde).
What is it with Dow Chemical and high profile dismissals? Should the latest jaw-dropper force a root and branch overhaul of board governance?
Dow is unique. It is the only chemical major that has sacked two CEOs/chairmen in the last 25 years. The mercurial Zoltan Merszei – father of the company’s current CFO Geoffrey Merszei – generated enough antagonism among fellow board members to guarantee his ejection back in 1980. And Mike Parker fell on a sword, readily provided by colleagues, in 2002.
And now – exit stage right two career-long old Dow hands accused of plotting behind the boss’s back.
Not that long ago, Dow Chemical was a meritorious-based class apart from competitors hide-bound by either hierarchy, nationality or class, or all three. Happy days.
What has been disturbing about Dow for over a decade now is the absence of team spirit at the highest level. Board members passed over for the top spot have failed to conceal their enmity towards successive victors.
Even from the perspective (read distance) of a European-based sector journalist, intra-board jealousies at Dow Chemical have been allowed to fester. Just how corrosive they have become is now becoming a little clearer.
Was the ‘independent’ Board of Directors unaware, unable or unwilling to tackle the issue?
And what happened to effective corporate governance when one person - currently Andrew Liveris - embodies the triumvirate of CEO, President and chairman
Just taking Stern Stewart’s economic value added (EVA) measure – Dow was failing to added value during Bill Stavropoulos’ first stint at the top during the 1990s. And last March was rated at ‘par’ (ie defined as a company earning near its cost of capital and generating essentially zero EVA, regardless of growth rate).
This alone may not be enough to support the argument that private equity check out Dow. The 2005 10-K and stockholder summary was entitled ‘greater than the sum of its parts’ and yes Dow has an outstanding portfolio. It also has a low market valuation, which can only be justified if leadership and strategy simultaneously fails to convince. Regrettably, convincing the closest colleagues appears to have been the toughest job.

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