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70-487: In 1900, after years of successful Mississippi River-based lumber and mill operations with Frederick Denkmann and others, Frederick Weyerhäuser moved west to fresh timber areas and founded the Weyerhäuser Timber Company. Fifteen partners and 900,000 acres (1,400 sq mi; 3,600 km) of Washington timberland were involved in the founding, and the land was purchased from James J. Hill of

140-740: A REIT when it filed its 2010 tax return. In 2013, Weyerhaeuser purchased Longview Timber for $ 2.65 billion including debt from Brookfield Asset Management . The acquisition added 645,000 acres (1,008 sq mi; 2,610 km) of timberland to Weyerhaeuser's holdings in Oregon and Washington. In 2014, Weyerhaeuser spun off its home building unit to TRI Pointe Homes in a $ 2.8 billion transaction. The company also announced its intention to sell its corporate headquarters in Federal Way and relocate to Seattle's Pioneer Square in 2016. The sale and move were completed in 2016. On November 8, 2015, it

210-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

280-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

350-446: A board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect

420-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

490-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

560-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

630-536: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

700-445: A large Canadian forestry company. Then in 2002 after a protracted hostile buyout, the company acquired Willamette Industries, Inc. of Portland, Oregon . On August 23, 2006, Weyerhaeuser announced a deal which spun off its fine paper business to be combined with Domtar , a $ 3.3 billion cash and stock deal leaving Weyerhaeuser stockholders with 55 percent ownership of the new Domtar company. In March 2008, Weyerhaeuser Company announced

770-726: A new source for wood. They were among 17 lumber companies that formed the Mississippi River Logging Company in 1872. They would harvest the timber in the north and send it to the mills along the river in log rafts. In one day in 1896 a record 64 rafts passed under the Government Bridge between Rock Island and Davenport, Iowa . The longest recorded raft was sent down the Mississippi that same year. It measured 1,560 feet (475.5 M) by 296 feet (90 m) and covered 8 acres (3.2 ha) of water. It

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840-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

910-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

980-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

1050-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

1120-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

1190-755: A small grocery store that was operated by his wife Catherine. In 1860 the Mead, Smith and Marsh sawmill in Rock Island went bankrupt. Friedrich Weyerhäuser who was married to Catherine Denkmann's sister Sarah, had worked at the mill. The mill was seized by the sheriff and put up for sale. Weyerhäuser convinced Denkmann to go in with him and buy it for $ 3,000, with a $ 500 down payment. The Weyerhaeuser-Denkmann Lumber Company immediately became successful after Denkmann improved its production methods. Production doubled from its previous year’s capacity of 8,000 board feet per day. Denkmann worked long hours to insure that

1260-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

1330-407: Is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of

1400-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

1470-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

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1540-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

1610-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

1680-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

1750-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

1820-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

1890-883: The Great Northern Railway . In 1929, the company built what was then the world's largest sawmill in Longview, Washington . Weyerhaeuser's pulp mill in Longview, which began production in 1931, sustained the company financially during the Great Depression . In 1959, the company eliminated the word "Timber" from its name to better reflect its operations. In 1965, Weyerhaeuser built its first bleached kraft pulp mill in Canada. Weyerhaeuser implemented its High Yield Forestry Plan in 1967 which drew upon 30 years of forestry research and field experience. It called for

1960-640: The Pacific Northwest where he had recently established the Weyerhaeuser Timber Company . While Denkmann was still alive the two gave substantial amounts of money to build the Rock Island Public Library . After he died, Frederick Denkmann’s children donated what is now known as Denkmann Memorial Hall to Augustana College in Rock Island. The building served as a library from 1911 to 1990. It now houses

2030-643: The 1990s. It was eventually returned to the Denkmann family in 1997 and a Tiffany glass conservator was hired to repair a couple of cracks in the window in 1999. It is now on permanent loan to the Figge Art Museum in Davenport. Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of

2100-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

2170-613: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

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2240-619: The Government Bridge with extra fire hoses to help put out the fire. The fire destroyed 20 acres (8.1 ha), left 250 people homeless and caused $ 1.25 million in damage. Denkmann and Weyerhäuser had two other companies fail. A flour mill in nearby Coal Valley, Illinois , and a woolen mill in Rock Island were both financial failures. Frederick Denkmann died in 1905 at the age of 82. The lumber mill in Rock Island ceased operating on November 18, 1905, six months after his death. By this time Friedrich Weyerhäuser had re-located to

2310-716: The U.S. Supreme Court regarding whether private land can be classified as critical habitat if the land is not currently suitable as habitat for the protected species. The company's operations are divided into three major business segments: Devin Stockfish is the CEO and president of Weyerhaeuser Company. The Weyerhaeuser board of directors consists of: Mark Emmert , Sara Grootwassink Lewis, Rick Holley, Deidra "Dee" Merriwether, Al Monaco, Nicole Piasecki, Marc Racicot , Lawrence Selzer, D. Michael Steuert, Devin Stockfish, Kim Williams and Charles Williamson. Frederick Denkmann Frederick Denkmann (April 8, 1821 – March 2, 1905)

2380-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

2450-529: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

2520-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

2590-400: The board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are

2660-586: The board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically,

2730-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

2800-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

2870-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

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2940-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

3010-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

3080-459: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

3150-563: The college's foreign language departments and other offices. After Frederick Denkmann died he was buried in a mausoleum in Rock Island’s Chippiannock Cemetery . On April 5, 1976 the cemetery superintendent Joseph Vogele discovered that the mausoleum had been broken into and a stained glass window by Louis Comfort Tiffany was stolen. The thieves were never caught, but the window was located in Jamaica, New York , in

3220-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

3290-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

3360-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

3430-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

3500-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

3570-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

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3640-483: The machinery was in working order. He nearly drowned in the Mississippi River trying to save logs that escaped from the boom, which is a holding pen for the logs on the river. On another occasion he lost two fingers in a planer . Denkmann was reported to have had his hand tied up, placed in a sling and was at work in the mill the next day. While Denkmann focused his attention on the mill, Weyerhäuser—who

3710-427: The members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out

3780-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

3850-426: The organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with

3920-567: The organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

3990-408: The overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by

4060-423: The persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director

4130-706: The planting of seedlings within one year of a harvest, soil fertilization , thinning, rehabilitation of brushlands, and, eventually, genetic improvement of trees. In 1975 the company bought the 3,200 acres of land of the Northwest Landing and developed the town of DuPont, Washington using a New Urbanism model. Weyerhaeuser consolidated its core businesses in the late 1990s and ended its services in mortgage banking , personal care products, financial services, and information systems consulting. Weyerhaeuser also expanded into South America, Australia, and Asia. In 1999, Weyerhaeuser purchased MacMillan Bloedel Limited ,

4200-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

4270-441: The sale of its containerboard packaging and recycling business to International Paper for $ 6 billion in cash, subject to post closing adjustments. The transaction included nine containerboard mills, 72 packaging locations, 10 specialty packaging plants, four craft bag and sack locations and 19 recycling facilities. The transaction affected approximately 14,300 employees. The deal closed on August 4, 2008. Weyerhaeuser converted into

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4340-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

4410-591: The two companies, Weyerhaeuser-Denkmann Lumber Company and Rock Island Lumber and Manufacturing, employed 1,000 men and had $ 175 million in annual sales. In 1885 they bought the Renwick, Shaw and Crosset Company mill across the river in Davenport. On July 24, 1901 the mill, along with the Lindsay and Phelps mill, the Roberts woodyard and a section of southeast Davenport was destroyed in a fire. Denkmann raced across

4480-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

4550-545: Was a natural salesman—took care of the commercial aspects of the business. Denkmann and Weyerhäuser were able to expand the mill and added more machinery. They also bought a second lumber mill that was renamed Anawalt, Denkmann and Company. They signed a lucrative contract with Union Pacific Railroad for 950,000 board feet of lumber. They went to the white pine forests along the Chippewa River in Wisconsin for

4620-602: Was an American lumber baron based in Rock Island, Illinois . He teamed up with his brother-in-law Friedrich Weyerhäuser and formed Weyerhäuser-Denkmann Lumber Company. Frederick Carl August Denkmann was born in Salzwedel in the Kingdom of Prussia , present-day Saxony-Anhalt , Germany and immigrated to the United States. He was a skilled machinist and worked for Buford and Tate Foundry in Rock Island. He also owned

4690-494: Was announced that Weyerhaeuser would buy Plum Creek Timber for $ 8.4 billion, forming the largest private owner of timberland in the United States. The transaction closed on February 19, 2016. At the time of the merger the combined companies own about 13,000,000 acres (20,000 sq mi; 53,000 km) of timberlands. In 2018, it won the Weyerhaeuser Company v. United States Fish and Wildlife Service case in

4760-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

4830-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

4900-566: Was powered by a sternwheeler named the F.C.A. Denkmann . Fire destroyed the Anawalt, Denkmann mill in 1876 and caused an estimated $ 40,000 in losses. They built a new mill on the same site and acquired the troubled Keator mill on 24th Street and added it to Anawalt, Denkmann in 1878. Denkmann and Weyerhäuser formed a new corporation for the two mills and called it the Rock Island Lumber and Manufacturing Company. Ten years later

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