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The CEO's Boss: Tough Love in the Boardroom resources

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T H E S O C I A L C O N T R AC T 3 company. Although their pre sen ta tion on the separation was interesting, what was most compelling to the audience was the story that Krol and Breen told about their partnership as lead director and CEO/chairman. Th e men talked about how they maintained a successful relationship by being clear with each other on their strategy, priorities, and the gaps they had to close. Coming into the job, both knew that the business was in a turnaround stage in its life cycle and that they had to challenge the status quo and make informed decisions to save Tyco. Adding force to their determination was their collective commitment to their Ethical Conduct and Board Governance Principles, a document that acted as a Social Contract to promote and ensure integrity, compli- ance, and accountability. Breen and Krol, in their pre sen ta tion at ODX, emphasized how these three principles were the foundation for their part- nership. Without these behavioral standards, they could not have clearly defi ned the change they envisioned for Tyco. Over their 5 years together, these three principles were expanded to today’s Tyco Vision and Values. TYCO VISION AND VALUES Tyco International’s Board of Directors is responsible for directing, and providing oversight of, the management of Tyco’s business in the best interests of the shareholders and consistent with good corporate citizenship. In carry ing out its responsibilities, the board selects and monitors top management, provides oversight for fi nancial reporting and legal compliance, determines Tyco’s governance principles and implements its governance policies. Th e board, together with man- agement, is responsible for establishing the fi rm’s operating values and code of conduct and for setting strategic direction and priorities. While Tyco’s strategy and leadership evolve in response to its changing market conditions, the company’s vision and values are en- during. So too are fi ve governance principles, and along with the com- pany’s vision and values, they constitute the foundation upon which the company’s governance policies are built. Tyco believes that good governance requires not only an eff ective set of specifi c practices but also a culture of responsibility throughout the fi rm, and governance at Tyco is intended to optimize both. Tyco also believes that good governance ultimately depends on the quality of its leadership, and it is committed to recruiting and retaining direc- tors and offi cers of proven leadership and personal integrity.

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