Final Paper Barnes And Nobles

Submitted By yinshiyuwudi
Words: 1667
Pages: 7

Barnes and Nobles board is failing in multiple regards. They have not effectively overseen the company, they have not had succession plans in place for the departure of directors, and have not established term limits for their directors. Barnes and Nobles is currently on the midst of its fourth straight year of losses, with no end in sight. Analysts predict that “Barnes and Nobles may not last in its current form by the end of 2015.1” Leonard Riggio Founder, chairman and largest shareholder has been apart of this company since 1972. His company has most recently been investigated by the SEC for the restatement of its financial statements for 2010, 2011 and 2012. William Dillard chairman of the Compensation committee has been on the board for over 21 years. Patricia Higgins has been on the board for 8 straight years, and has been on the Barnes and Nobles.com board from 1999 to 2004. The three directors mentioned have also been sued before and accused of not being independent. In 2009 Barnes and Nobles was sued for allowing the Chairman to purchase Barnes and Nobles Colleges for an amount much larger than a third-party would offer. Leonard Riggio successfully argued that Dillard and Higgins are independent of the company in this lawsuit. However, now that several years have passed it seems evident that these two board members have been on the board too long. Additionally, there are two board members who are on the audit and compensation committees which is a conflict of interest. In 2013 there was a six month period where Barnes and Nobles did not have a CEO. These events, clearly show that Barnes and Nobles board has not been providing effective oversight, and have not provided the shareholders the best return possible.

The present CEO is Michael Huseby who used to be the president of the Nook Division. At the current moment, there is not enough information to say if Huseby is doing a good job.
This is not the first time, Barnes and Nobles has hired the president of the Nook Division as CEO. In March 2010 they hired William Lynch who led the company to three straight years of losses and resigned in July 2013. Barnes and Nobles should have had a plan in place to replace senior executives and board members. The first issue of Corporate Governance that needs to be addressed at Barnes and Nobles is the committee structure. Currently there are several governance issues in relation to the current structure of the governance committees. The first issue is the conflict of interest that exists between the Audit and Compensation committees. There are two board members that are current sitting on both the Audit and Compensation committees, as stated on investopedia, “It is important to check if the members of the compensation board are also on the compensation committees of other firms because of the potential conflict of interest2”, this is a conflict of interest due to the nature of the topic that each committee oversees. It is best practice to have these two committees completely independent of one another and it is a failure of the governance and nominating committee who created the overlap between these two committees. In order to solve this issue the governance committees need to be re structured in a way that creates more independence and allow for better decisions at the board level. The nominating committee needs to look back at the original background information gathered about each board member looking at experience, strength, and their other time commitments to determine who will be the best member to sit on each committee. The nominating committee cannot just look back at past information due to the long length of terms that members have been sitting on the board, it is important that an updated resume be obtained. This updated resume needs to be looked at to determine whether or not they still have an appropriate time commitment to sit on multiple committees and also to see where their best fit will