EmailEmail
PrintPrint
WQED chief on AIG board, several others
Sunday, October 12, 2008

To WQED Multimedia President, Chief Executive Officer and director George L. Miles Jr., the problems facing public broadcasting must seem like a hill of beans compared with everything else on his plate.

The 66-year-old certified public accountant is on the board of American International Group, the troubled insurer which last week received a $37.8 billion loan from the Federal Reserve to supplement the $85 billion lifeline AIG obtained from the Fed last month. Terms of the first loan allow taxpayers to acquire nearly 80 percent of AIG's stock.

Then there's the $440,000 AIG spent days after securing the $85 billion loan to send its top-producing independent life insurance agents to a posh California resort for food, spa treatments and golf. "Despicable" was the reaction of White House press secretary Dana Perino.

Whether it's finances or follies, there's plenty of work at AIG for Mr. Miles, who serves on two board committees. One is the audit committee, which is responsible for the integrity of the company's books.

But Mr. Miles' duties do not end there. In addition to serving on the University of Pittsburgh's board of trustees, Mr. Miles serves on the boards of three Pittsburgh-based publicly held companies -- Equitable Resources, HFF and Wesco International -- as well as the board of Harley-Davidson.

According to Securities and Exchange Commission filings, the five public companies where Mr. Miles is a director held a combined total of 39 board meetings last year. The 10 board committees Mr. Miles served on -- including the four he chaired -- held 55 meetings in 2007.

For his service, Mr. Miles received $925,000, with AIG providing $299,000 of that.

The SEC requires companies to disclose when directors attend fewer than 75 percent of their meetings. None of the companies where he serves said they had a problem with Mr. Miles' attendance record.

Mr. Miles declined to comment on developments at AIG. He believes that his board service has contributed to his development as a CEO.

"I really love doing it. It has really enhanced me as a person who is able to serve my community in other ways," said Mr. Miles.

One student of how public companies are governed wonders whether Mr. Miles has gone overboard by serving five companies.

"That's a big number," said University of Delaware law professor Charles Elson, director of the school's Center for Corporate Governance.

When directors overextend themselves, "someone is getting short shrift," Mr. Elson said.

Before Enron, Adelphia Communications and other corporate blowups earlier this decade, it wasn't unusual for directors to serve on 10 or more boards. That's become less common as shareholders demand more of directors and regulators have given boards more responsibility. Many of the increased duties are required by the Sarbanes-Oxley Act, sweeping financial reform legislation signed into law by President Bush in 2002. Additionally, some directors are reluctant to serve on multiple boards, either because of the increased amount of time involved or because they are worried about being sued.

"It's not just Sarbanes-Oxley. It's a general recognition that boards were not doing what we expected of them," said Nell Minnow, chairperson of The Corporate Library, a research firm that studies the way public companies are governed.

There are no hard and fast rules for how many boards someone should serve on, says Shirley Westcott of Proxy Governance, a research and consulting firm. Even if a person belongs to multiple boards, he or she may not be overextended or a bad director, she said.

"Some people can handle a lot of activity. Other people cannot," said Ms. Westcott. "Generally, if they sit on five or more boards, that's enough for us to dig deeper."

Ms. Minnow offers this general rule of thumb: "If you have a full-time job, you should not be on more than two or three other boards."

In 1996, a group serving corporate directors recommended limiting the number of boards someone should serve on. The report by the National Association of Corporate Directors suggested that CEOs sit on no more than one or two boards, other executives on no more than three or four, and retirees limit directorships to five or six.

"People thought we were crazy at that point for being so restrictive," said managing director Peter R. Gleason.

The job has only become more demanding since then, he said. Directors surveyed by the association reported that they spend 210 to 220 hours annually for each directorship they hold.

"That's in normal circumstances. If you're in a crisis, it's 400 or 500 hours," Mr. Gleason said. "The time factor needed to do this job effectively is huge."

As a result, more directors are limiting their board service to two or three companies, Mr. Gleason said.

Mr. Miles agreed there is a lot of time involved.

"It's not as much time as people may think, but it's still a lot of time," he said.

"I have not clocked the time, but I do spend a lot of time," Mr. Miles said. "You're expected to be prepared. You're expected to participate. I love that. I absolutely love that."

Len Boselovic can be reached at lboselovic@post-gazette.com or 412-263-1941.
First published on October 12, 2008 at 12:00 am