Berkshire Hathaway's (BRK.A, Financial) (BRK.B, Financial) unusual operating style extends deep into the boardroom, according to Susan Decker, the former Yahoo! (YHOO, Financial) CFO who became a director in 2007.
Work at most corporate boards includes grappling with thorny CEO compensation issues and focusing on acquisitions. But at Berkshire, cutting deals is left up to Chairman and CEO Warren Buffett, whose annual pay of $100,000 has remained unchanged for years.
"The board is not involved in the valuation decision for acquisitions. Warren will often discuss large deals with the board in advance, but usually at the conceptual level, rather than asking for approval of valuation and structuring," Decker said. "It's the opposite with other boards I'm on, in which approval is required by the board for the funds used for large acquisitions and for structuring considerations of the deal."
Decker made her comments as part of a panel discussion on Berkshire Hathaway post-Buffett on Monday night at Stanford University's Rock Center for Corporate Governance, which was organized with the help of Lawrence Cunningham, a George Washington University law professor whose latest book is "Berkshire Beyond Buffett: The Enduring Value of Values."
For long-time Buffett watchers, the event offered a rare glimpse into the boardroom machinations at Berkshire. The panel discussion at the Stanford Law School drew a standing-room-only crowd that included several Berkshire shareholders.
Decker had little to say on who will succeed Buffett someday, other than to say that succession is discussed at every board meeting. She's among those confident that Berkshire's operating model will continue rolling along even when Buffett and Vice Chairman Charlie Munger are no longer at the helm.
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