Question

It is a strategic management.

Here is a questions:

Evaluate and discuss the effectiveness of corporate governance at CBS. Put yourself in the role of a shareholder: Is corporate governance working as it should? Has the governance of CBS provided effective control of the company?

Here is articles:

1.

Age 68, CEO & Chairman of CBS Corporation. An executive with CBS for 23 years, he is at the height of his power, both at CBS and within the entertainment industry. Moonves helped turn CBS into a ratings juggernaut, taking the network from last place to the most-watched television network, with hits like “The Big Bang Theory,” “Survivor” and “Young Sheldon.” CBS ranks among one of the media industry’s most financially stable firms. Moonves is widely liked by Wall Street. Many CBS board members admire him. He has an annual pay package of $69.3 million.

Shari Redstone – Age 64, is the head of the family business National Amusements Inc. (NAI). Her father, Sumner Redstone, age 95, is in poor health in California, but until recently, had overseen NAI. He is a legendary figure in the media industry and boasted he would never die. NAI has a controlling interest in two major public media companies: CBS and Viacom. CBS includes CBS (the network) as well as Showtime (cable network) and book publisher Simon and Schuster. Viacom is the corporation that owns MTV, Comedy Central, Country Music Television and Paramount Pictures, the studio behind the recent “Transformers” blockbusters and classics from last century like “The Godfather” and “Double Indemnity.” Although CBS and Viacom are both public companies, NAI has a nearly 80 percent voting stake in both CBS and Viacom, giving NAI tremendous control of both firms. Shari Redstone is the vice chairman of both CBS and Viacom.

Although NAI is a “family business” the relationship between father and daughter has run hot and cold for a long time, and has recently become very fractured. More than a decade ago Sumner publicly berated Shari when he faxed a letter to Forbes magazine that openly dismissed her contributions to the family enterprise. In a very public 2016 power struggle Shari rose to power at Viacom, leading to the resignation of her father from both boards (CBS and Viacom). Now 95, he is in failing health and Shari is the de facto leader of NAI. Between CBS and Viacom, Shari controls a media empire worth more than $30 billion and holds nearly 80% of the voting shares of both CBS and Viacom.

Back in 2016, before the power struggle that knocked Sumner off the boards of CBS and Viacom, he and Shari discussed a merger of CBS and Viacom. As a whole, the media industry has been consolidating and NAI was in favor of a merger. Shari had to convince Les Moonves, CEO and Chairman of CBS. He was not in favor of the merger because CBS was prospering, but Viacom was struggling. Discussions were held, but the idea was put on hold, as Les was not fully onboard and wanted freedom to run the combined companies as he chose. Les and Shari have a long history of challenging each other. Moonves tried to rid himself of the Redstones’ control twice before, first in 2006 and again in 2015. Nevertheless, Shari’s control of NAI (and thus, CBS’s voting shares) provides Les narrow leeway. By late 2017, talks of a merger had resumed.

2.

David R. Andelman is a partner at a Boston law firm and also a director of NAI.

Joseph A. Califano Jr.'s background is primarily in the field of public health, serving as the U.S. secretary of Health, Education and Welfare in the 1970s and as President Lyndon B. Johnson's assistant for domestic affairs in the 1960s.

William S. Cohen was President Bill Clinton's Defense secretary and had been a Republican senator and congressman from Maine.

Gary L. Countryman is the former CEO and chairman of insurance firm Liberty Mutual Group.

Charles K. Gifford is a longtime bank executive, having previously held leadership positions at Bank of America and BankBoston.

Leonard Goldberg serves as the president of two TV and film production companies and is the executive producer of CBS' Blue Bloods. He was previously president of Twentieth Century Fox.

Bruce S. Gordon has previously held leadership positions at the NAACP and telecom giant Verizon.

Linda M. Griego heads a business management company and previously oversaw the operations of a Los Angeles restaurant. She has also held several public service and local government roles.

Robert N. Klieger is a partner at an LA law firm and specializes in the areas of entertainment and intellectual property, representing film studios and broadcast networks.

Arnold Kopelson is co-chairman and co-president of Kopelson Entertainment, a film and TV production company. His films have earned nearly two dozen award nominations, and he has served on the executive committee of the producer’s branch of the Academy of Motion Picture Arts and Sciences.

Martha L. Minow is a professor and former dean at Harvard Law School.

Doug Morris is CEO of Sony Music Entertainment and previously held leadership positions with Universal Music Group, Warner Music U.S. and Atlantic Recording Group.

Answer 1

answer-

Evaluate and discuss the effectiveness of corporate governance at CBS-

the CBS is one of the leading entertainment media company. company has effective corporate governance because it has CEO who uses his skills & knowledge to turn the CBS into most ratings juggernaut, taking the network from last place to the most-watched television network.

also CBS provides the better services & entertainment contents to audience. it releases big hits like “The Big Bang Theory,” “Survivor” and “Young Sheldon.” CBS ranks among one of the media industry’s most financially stable firms.

also company provide benefits to its CEO like annual pay package of $69.3 million.

if we see from the definition of corporate governance which involves balancing the interests of a company's many stakeholders, such as shareholders, management, customers.

so CBS company is doing it with effectiveness.also CEO has been controlling the business for 23 years & refuses the proposal of merger of CBS & viacom from the shari who has 80 percent voting stake in both CBS and Viacom.

if i were in the role of shareholder-

yes, corporate governance is working as it should because as CEO i would be getting annual pay package of $69.3 million.

as employee, i would be working in a free & individual organization as merger or acquisition of CBS & viacom can lead to termination or lay off of employees.

as customer or audience point of view, i am watching many hit entertainment contents from the company.

yes, this governance provided the better control because the CEO has the power & name in the company to refuse the Shari who has 80% stakes in both the company & still CEO can reject her proposal.because CBS company is doing good without any external efforts of viacom or NAI.

*above answers is written from my perspective after study the case.hope this answer would help you.good luck & rate.