Tivo Corporate Governance

2 Pages 513 Words

Corporate Governance and Control Measures
Tivo has nine members on its board of directors. Michael Ramsey serves as Tivo’s CEO and chairman of the board. This dual title/function could create a conflict of interest within the board of directors, especially with the two other insiders on the board David Courtney (Executive VP) and Mark Perry (CFO). With these two insiders on the board, it makes it very difficult for them to take a position that is in opposition to their boss’s. Another weakness that could be perceived of this board is with the partner groups, which are represented by three board members. These partners that are represented are Coca-Cola (Chief Marketing Officer), Virtual Inc. (CEO), and NBC Cable (President). These partner representatives could get caught up in making decisions that are best for their respected companies rather than the good of Tivo.
While Tivo’s corporate governance composition could be questioned, they have some qualities that would be desired by other companies. All of the board members own at least $200,000 worth of Tivo stock. In theory this stock ownership would mean that the directors would want to do anything necessary to increase this value. Another aspect of Tivo’s governance is that there are no board members associated with its auditor, KPMG. This separation should ensure that there is no “creative bookkeeping”.
Tivo’s board has also implemented several policies as a preventative/remedial measure. These policies include: board compensation committee, nominating and governance committee, board audit committee, and code of ethics and conduct (Tivo Governance). The board compensation committee deals with all the forms of compensation to the board members. These compensations include bonuses, stock options, and fees. The nominating and governance committee is used to identify and recruit quality and honest board members. This committee is also in charge of deve...