Every morning, Paul Marsh, the chairman, president, and CEO of Kansas-based Coltrane Farm Equipment & Manufacturing, climbs the six flights of stairs to his office as part of his stress management plan. But recently the stress has intensified. In just five months, Marsh is retiring, and critics charge that there is no one suitably prepared to step into his job. Coltrane has prospered mightily under Marsh's leadership, and in recent years he has pushed the company to grow overseas. At the same time, Marsh also has a history of conflict with his closest subordinates. Coltrane's former president and COO left eight months ago and has not been replaced, and the head of international operations was fired in 1992 after just 21 months on the job. With the clock ticking, can Coltrane develop a plan to find a replacement for Marsh who can successfully lead the company into the next century? In 95509 and 95509Z, John Pound, Philip A. Lichtenfels, Alonzo McDonald, and Jeffrey Sonnenfeld offer advice on this fictional case study.

Every morning, Paul Marsh, the chairman, president, and CEO of Kansas-based Coltrane Farm Equipment & Manufacturing, climbs the six flights of stairs to his office as part of his stress management plan. But recently the stress has intensified. In just five months, Marsh is retiring, and critics charge that there is no one suitably prepared to step into his job. Coltrane has prospered mightily under Marsh's leadership, and in recent years he has pushed the company to grow overseas. At the same time, Marsh also has a history of conflict with his closest subordinates. Coltrane's former president and COO left eight months ago and has not been replaced, and the head of international operations was fired in 1992 after just 21 months on the job. With the clock ticking, can Coltrane develop a plan to find a replacement for Marsh who can successfully lead the company into the next century? In 95509 and 95509Z, John Pound, Philip A. Lichtenfels, Alonzo McDonald, and Jeffrey Sonnenfeld offer advice on this fictional case study.

At its core, corporate governance is not about power but about ensuring that decisions are made effectively. That is why reforms of power relationships will not by themselves create more smoothly run organizations. What is needed is a system in which senior managers and the board truly collaborate on decisions and both regularly seek the input of shareholders. The first step to improving a company's governance system is rethinking the role of directors. They must have expertise in the company's industry and in finance; meeting procedures should focus on new strategies, not just on reviewing past performance; directors need better access to company information; they should be required to devote substantial time to the corporation; and their compensation should be linked to stock performance. Second, managers, board members, and shareholders must set up lines of regular and direct communication.