Thread regarding Windstream Corp. layoffs

Board of directors

I’ve seen posts elsewhere about the board’s failures in letting the company sink this far. In fact, by law, this is ultimately their fault even more than the CEO’s. They have a hard job because they’re outsiders and they don’t know everything that’s going on. Equally important, most are probably not telco people.

Nevertheless, it’s their responsibility.

I can tell you, they are sweating this out. They do not profit from this at all. Yes, they’ve received directors’ fees over the years. And that compensation probably exceeds that of many Windstream employees. (I don’t know the numbers for Windstream’s board). From their perspective, though, it’s a small piece of their overall income from other sources. It’s a fraction of their net worth.

An outside director is normally indemnified by the company against any lawsuits brought against them as individuals for their actions as directors. Windstream’s indemnification is now worthless.

They’d also normally be covered by a special D&O (directors and officers) liability insurance policy Windstream buys on their behalf. D&O insurance protects them if the company’s indemnification fails.

Insurance companies don’t issue D&O policies for failed or failing companies. Or if they do, they’re written with so many exceptions as to be useless.

This means the directors are now worrying about lawsuits against themselves personally from shareholders that could wipe them out, financially.

A director can quit now, but it’s probably too late to avoid the risks.

I can tell you, they must all regret ever going on this board.

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| 1371 views | | 5 replies (last April 7, 2019) | Reply
Post ID: @OP+YkLKTle

5 replies (most recent on top)

"The board hires and fires the CEO. The shareholders don’t elect the CEO or other officers; they elect the board."

The BOD will be getting flushed down the toilet, like TT and his Zombie Executives once WIN is out of Chapter 11 and another company 'purchases' them to carve up what is left. And it will probably be at auction prices - something similar to when Consolidated Communications bought Fairpoint on the cheap after they came out of Chapter 11. WIN's BOD knows their days are numbered.

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Post ID: @8keo+YkLKTle

IN the end it doesn’t matter the CEO got his contract ,plain and simple fail or not he gets paid !!the board had to of known the sad shape he put the company in just days before the bankruptcy announcement?plain and simple they look out for there own .

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Post ID: @1ppd+YkLKTle

I’m not an attorney. I’ve been through a large corporate bankruptcy. I’ve also been on a board.

The board hires and fires the CEO. The shareholders don’t elect the CEO or other officers; they elect the board.

If they pick a guy and he doesn’t work out, it’s their mistake. It can happen.

If they pick a guy, give the backing he wants for mergers and acquisitions and he doesn’t work out and that goes on for years, that’s a much bigger mistake.

From reading posts here, it’s sounds like the acquisitions were all screwed up. Some folks say Windstream bought c-appy stuff; others argue they worked for good outfits Windstream screwed up. Whichever it is, the net result was billions flushed down a rat hole. These mergers required board approval.

The board also sets the dividend, not the CEO. Windstream’s dividend was much too big for way too long. That kept the share price up but with too much financial risk.

I’m not saying the CEO and officers don’t bear responsibility— it’s that the directors let them blunder on without fixing the problem.

Their butts are on the line now in a very expensive way

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Post ID: @tnt+YkLKTle

What point are you trying to make?? There's allot of legal terminology in this post. Are you an atty?

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Post ID: @ejo+YkLKTle

That's like saying it's the shareholder's daily for electing the board or the voters fault for electing Congress and the President. The powers of execution are vested in the CEO, and if things are fubar, the SEC sends him and the CFO to jail. It's very clear where the buck stops.

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Post ID: @exy+YkLKTle

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