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No Seat at the Table

No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom

Douglas M. Branson
Copyright Date: 2007
Published by: NYU Press
Pages: 239
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  • Book Info
    No Seat at the Table
    Book Description:

    Women are completing MBA and Law degrees in record high numbers, but their struggle to attain director positions in corporate America continues. Although explanations for this disconnect abound, neither career counselors nor scholars have paid enough attention to the role that corporate governance plays in maintaining the gender gap in America's executive quarters.Mining corporate governance models applied at Fortune 500 companies, hundreds of Title VII discrimination cases, and proxy statements, Douglas M. Branson suggests that women have been ill-advised by experts, who tend to teach females how to act like their male, executive counterparts. Instead, women who aspire to the boardroom should focus on the decision-making processes nominating committees - usually dominated by white men - employ when voting on membership.Filled with real-life cases, No Seat at the Table opens the closed doors of the boardroom and reveals the dynamics of the corporate governance process and the double standards that often characterize it. Based on empirical evidence, Branson concludes that women have to follow different paths than men in order to gain CEO status, and as such, encourages women to make flexible, conscious, and often frequent shifts in their professional behaviors and work ethics as they climb the corporate ladder.

    eISBN: 978-0-8147-3926-6
    Subjects: Law

Table of Contents

  1. Front Matter
    (pp. i-vi)
  2. Table of Contents
    (pp. vii-viii)
  3. Acknowledgments
    (pp. ix-x)
  4. Introduction
    (pp. 1-6)

    According to Martha Burk of the National Organization of Women (NOW), who has led an attack against it, the last male bastion is the Augusta National Golf Club, which each spring hosts the Masters golf championship and to which, as of 2006, no women have been admitted to membership. That membership includes powerful businessmen— corporate directors and CEOs of Fortune 500 corporations—attorneys, statesmen, and the very wealthy, all male.

    Strictly speaking, that Augusta National is the last male bastion may be true. But, after all, Augusta National is only a golf club. The last male bastions, the ones that...

  5. Part I: Glass Ceilings, Floors, and Walls

    • 1 Restraints on Advancement
      (pp. 9-20)

      Donna Zahorik taught psychology at Cornell University in upstate New York. After several years of teaching and publishing, she applied for tenure but was denied. A colleague had introduced into faculty deliberations comments that Zahorik was “too feminine,” “too unassuming, unaggressive, unassertive, and not highly motivated for vigorous interpersonal competition.” The courts denied her claim of discrimination, finding that the comments related not to her gender but to the effect of Professor’s Zahorik’s personality on students.²

      Sue Margolis, an engineer/manager at Tektronix, Inc., in Portland, Oregon, had fifteen years’ experience. Performance reviews reported “results consistently met and sometimes exceed expectations.”...

    • 2 Glass Ceilings and Floors: The Court Cases
      (pp. 21-34)

      Glass-ceiling discrimination cases do emanate from law, accounting, and other professions. The facts of those cases give us a good idea of other raw materials—acts, practices, and behaviors—that go into the making of a glass ceiling. While the glass ceiling affects more middle-than high-level women managers, in the long run it is the glass ceiling and its durability that prevent great numbers of women from progressing upward into the pool from which nominating committees and boards of directors choose directors and senior executives.

      A listing of those glass ceiling devices, which I derived from a reading of over...

    • 3 Prices of Motherhood: Stereotyping, Work/Life Issues, and Opting Out
      (pp. 35-54)

      Over the three decades of the 1960s, 1970s, and 1980s, the proportion of married couple families with both spouses in the workforce tripled, from 28 percent in 1960 to 54 percent in 1990, reaching an apogee at 60 percent in the mid-1990s.¹ Yet “[i]f child care worries are increasingly shared by men and women, child care work is not. Women still do the bulk of all household tasks. Of the women employed full time, 76 percent still do the majority of the housework … ,” according to sociologist Catherine Ross.² This stressful tension between work at work and work at...

    • 4 In a Different Register: Women in the Governance Model
      (pp. 55-64)

      As will be amplified in chapter 10, the model for governance in the United States demands of directors a rugged individualism. Independent directors are to confront and, if necessary, remove underperforming CEOs. In critical matters, such as adopting takeover defenses or planning the corporation’s overall response to a hostile takeover bid, the independent directors must take charge, convening in executive sessions to make the decisions on the corporation’s behalf.

      Men may not perceive women, even ones with records of long-standing service to the corporation, as possessing the requisite quantum of rugged individualism to function well in the new governance milieu....

    • 5 Bully Broads, Iron Maidens, Queen Bees, and Ice Queens
      (pp. 65-74)

      The last chapter dealt with a long-standing stereotype of women that is based upon language they may use that may be antithetical to their interests in the workplace or the boardroom. Women may strike others as emotional as individuals or on particular occasions whether they are or not. Stereotypes develop on the basis of appearances that are often contrary to reality.

      This chapter deals with more recently developed stereotypes of women in business, at the other end of the spectrum. Generally speaking, under this set of stereotypes, women are criticized less for being timid or emotional than for adopting male...

  6. Part II: Climbing the Corporate Ladder:: Myths and Realities

    • 6 Routes to the Top: The Advice
      (pp. 77-86)

      The highest peak, of course, is the CEO suite. Eight women now in office have scaled that height among Fortune 500 corporations and, overall among publicly held companies in the Fortune 1000, the number is fifteen. The next level is the boardroom, to which women in business might reasonably aspire. Within this paneled sanctuary, members of the board enjoy Chippendale furniture, catered luncheons, prestige, and name recognition in business and other spheres.

      The standard advice for women is to work their way to the top, moving up through the ranks of large businesses in phases. The journey may require a...

    • 7 The Road to the Top: The Evidence
      (pp. 87-96)

      Being patient but not passive and working one’s way up through an organization internally may be the worst route to the top for women, at least when the top is defined as a seat in the boardroom. In the Fortune 500, in 2001, excluding the five CEOs who sat on their own companies’ boards, there were only nine women “inside” directors in 2001.¹ They held seats at United Parcel Service (52), PepsiCo (94), Pepsi Bottling Group (237), retailer Kohl’s (293), Avon Products (310), Southwest Airlines (316), Security Pacific Life Insurance (354), Caremark RX (384), and Maytag (395), the appliance manufacturer....

    • 8 The 2005 Proxy Data
      (pp. 97-108)

      Advocacy groups such as Catalyst, Inc., broadcast statistics about women’s increased presence in business¹ that seem misleading, in at least two respects. One respect is that Catalyst, as well as journalists and others, report that 11.2 percent (in 1999–2000) or 13.6 percent (in 2004) of directors are women.² What the statistics really say is that women hold 11.2 or 13.6 percent of the board seats, not that 11.2 or 13.6 of the directors are women.

      The second, and overlapping respect in which the statistics mislead explains the first. The number of female bodies on Fortune 500 boards may be...

    • 9 Women and Minorities in Organizations: The Legacy of Tokenism
      (pp. 109-124)

      In the management ranks, women cannot be satisfied with incremental improvements. They, and their numbers in those positions, must make quantum leaps, achieving substantial presences. Social justice issues aside, a principal reason why this increase is necessary has to do with what sociologists and organizational psychologists teach us about how organizations function. Within an organization, members will treat a single minority group member as a token. She may have to bear the brunt of jokes at her expense. She will suffer from application of stereotypes by coworkers or others in her job classification or work group. Even with an incremental...

  7. Part III: Corporate Governance and the Keeper of the Keys to the Boardroom

    • 10 Corporate Governance in America
      (pp. 127-133)

      For eighteen years, Jennifer Passantino had worked her way up through the Johnson & Johnson Consumer Products Division. She was poised to move from “high level 3” to a “high level 4” management position in which her income would jump over $200,000 per year. Her performance reviews were consistently outstanding. A supervisor had written, “Jennifer demonstrates very strong selling skills, organizational ability, good business judgment.” She was “well qualified” and should be “strongly considered” for promotions.

      The promotions, however, did not materialize. Jennifer thought that she was bumping up against the glass ceiling. She contacted the Johnson & Johnson Division EEOC (Equal...

    • 11 Women, Culture, and the U.S. Model of Corporate Governance
      (pp. 134-142)

      Governance and nominating committees, as well as CEOs and other male corporate higher-ups, deduce that the modern model of corporate governance ill suits, or suits not at all, the personality and the cultural background of women. The model’s paradigm is a standup, ruggedly individualistic director (male) who will remove an underperforming CEO or file a lawsuit when he has to. Women may not have the right qualities, or may be perceived that way, in part because those qualities may not be as apparent in women as in men. For that reason, governance committees and corporations simply do not nominate women...

    • 12 Women in Corporate Governance: The Numbers versus the Expectations
      (pp. 143-158)

      Eighty-four percent of Fortune 1000 companies, firms on the prestigious list of the largest corporations in the United States, have one director who is female. In 2001, seventy-two Fortune 500 companies, or 14.4 percent, hadno womendirectors on their boards.¹ If one searches for boards with two female directors, the number falls to around 30 percent. ² The number of corporations with three women directors is so small that few of the board composition studies tally the number.

      For example, the Conference Board of the United States reports only whether public companies have a single female director. In 2003,...

  8. Part IV: Getting a Seat at the Boardroom Table

    • 13 Paradigm Shifts: A Tale of Three Women
      (pp. 161-175)

      Women in business need not avoid altogether the behaviors that lead to the Bully Broad and Queen Bee stereotypes. At lower level management track positions, say, in sales or production, an aggressive approach may position the woman manager for the next promotion. Catalyst’s Sheila Wellington finds that consistently not only meeting but exceeding quantifiable measures of performance is essential:

      Most smart capable women enter the workplace believing that their talent and hard work will carry them as far as they want to go…. Most people who succeed work hard. The women interviewed said that “consistently exceeding performance expectations” was more...

    • 14 Prescriptions
      (pp. 176-186)

      What benefits are women directors supposed to bring to boardrooms once they get there? The obvious candidate would be profits. Corporations’ managers tend very much to focus on the bottom line. If advocates can convince CEOs and incumbent directors of a likelihood that the presence of women will add to profits, those decision makers will take steps to put additional female directors in place. But, alas, the evidence for that proposition does not exist. Indeed, the best evidence is that no correlation exists between profitability and board composition. And, the notion that boards should be staffed with profitability in mind...

  9. Appendix A: Fortune 500 Corporations with No Women Directors
    (pp. 187-188)
  10. Appendix B: Fortune 500 Corporations with a Single Woman Director
    (pp. 189-192)
  11. Notes
    (pp. 193-224)
  12. Bibliography
    (pp. 225-232)
  13. Index
    (pp. 233-238)
  14. About the Author
    (pp. 239-240)