Boards and Quotas
Fifteen years later, a letter from the then CEO of Cypress (a US designer and manufacturer of semi-conductor based technology) is still the best response to demands for quotas of women or minorities on company (or other) boards.
On April 23, 1996, Cypress received a letter from the Sisters of St. Francis of Philadelphia. The latter is a religious congregation of approximately 1,000 women and was, at the time the letter was written, the beneficial owner of a number of Cypress shares. The letter was a form letter, and it carried the stamped signature of Doris Gormley, OSF.
In the letter, Sister Doris, speaking for the Sisters of St. Francis of Philadelphia as a Cypress shareholder, expressed the view that a company “is best represented by a Board of qualified Directors reflecting the equality of the sexes, races, and ethnic groups.” The letter went on to say that it is the congregation’s policy “to withhold authority to vote for nominees of a Board of Directors that does not include women and minorities.”
In response, CEO TJ Rodgers wrote a long letter in which he described the sisters’ position as unsound, even immoral, and more related to political correctness than Christianity.
This is the beginning:
Dear Sister Gormley:
Thank you for your letter criticizing the lack of racial and gender diversity of Cypress’s Board of Directors. I received the same letter from you last year. I will reiterate the management arguments opposing your position. Then I will provide the philosophical basis behind our rejection of the operating principles espoused in your letter, which we believe to be not only unsound, but even immoral, by a definition of that term I will present.
The semiconductor business is a tough one with significant competition from the Japanese, Taiwanese, and Koreans. There have been more corporate casualties than survivors. For that reason, our Board of Directors is not a ceremonial watchdog, but a critical management function. The essential criteria for Cypress board membership are as follows:
•Experience as a CEO of an important technology company.
•Direct expertise in the semiconductor business based on education and management experience.
•Direct experience in the management of a company that buys from the semiconductor industry.
A search based on these criteria usually yields a male who is 50-plus years old, has a Masters degree in an engineering science, and has moved up the managerial ladder to the top spot in one or more corporations. Unfortunately, there are currently few minorities and almost no women who chose to be engineering graduate students 30 years ago. (That picture will be dramatically different in 10 years, due to the greater diversification of graduate students in the ’80s.) Bluntly stated, a “woman’s view” on how to run our semiconductor company does not help us, unless that woman has an advanced technical degree and experience as a CEO. I do realize there are other industries in which the last statement does not hold true. We would quickly embrace the opportunity to include any woman or minority person who could help us as a director, because we pursue talent — and we don’t care in what package that talent comes.
I believe that placing arbitrary racial or gender quotas on corporate boards is fundamentally wrong. Therefore, not only does Cypress not meet your requirements for boardroom diversification, but we are unlikely to, because it is very difficult to find qualified directors, let alone directors that also meet investors’ racial and gender preferences.
I infer that your concept of corporate “morality” contains in it the requirement to appoint a Board of Directors with, in your words, “equality of sexes, races, and ethnic groups.” I am unaware of any Christian requirements for corporate boards; your views seem more accurately described as “politically correct,” than “Christian.”
My views aside, your requirements are — in effect — immoral. By “immoral,” I mean “causing harm to people,” a fundamental wrong. Here’s why:
I presume you believe your organization does good work and that the people who spend their careers in its service deserve to retire with the necessities of life assured. If your investment in Cypress is intended for that purpose, I can tell you that each of the retired Sisters of St. Francis would suffer if I were forced to run Cypress on anything but a profit-making basis. The retirement plans of thousands of other people also depend on Cypress stock — $1.2 billion worth of stock — owned directly by investors or through mutual funds, pension funds, 401k programs, and insurance companies. Recently, a fellow 1970 Dartmouth classmate wrote to say that his son’s college fund (“Dartmouth, Class of 2014,” he writes) owns Cypress stock. Any choice I would make to jeopardize retirees and other investors from achieving their lifetime goals would be fundamentally wrong.
Rodgers goes on to explain in more detail what the consequences of quotas would be for employees, shareholders and the wider economy.
Follow the link above to read the whole letter.