Fazal Majid's low-intensity blog

Sporadic pontification

Fazal

The CEO should not be a member of the board

It’s an open secret that most public corporations exhibit abysmal corporate governance. Insider management is skilled in using corporate by-laws against the shareholders that are nominally their bosses. One good example is HP’s acquisition of Compaq. Whatever the merits of the deal, the company (i.e. Carly Fiorina) spent half a billion dollars of shareholder’s money in PR expenditures opposed by a significant chunk of the said shareholders, lobbying for an outcome that would handsomely profit the same executives with retention bonuses, a flagrant case of self-dealing.

Most shares are owned by large institutional investors that are too lazy to do proper due diligence. In many case, they are pension funds or investment banks that curry management’ favor in the form of contracts. Index funds can’t even vote with their feet. The only way out would be for corporate by-laws to be standardized and made statutory, rather than one-offs rife with potential for abuse.

A simple question: if a board’s job is to hire and fire a company’s CEO, why is the CEO, who is after all a mere employee, allowed to participate in the board at all, let alone preside it? The CEO should be accountable to the board, not a member of it, or privy to the board’s deliberations. This is in part due to gross over-hyping of CEOs’ importance. What they do is neither unique or as rare a skill as is often supposed, and their prima donna demands should be resisted. Of course, most companies’ boards today are already dominated by their management, so the rot is set too deep to expunge easily.

I concluded years ago that most public corporations are run by self-dealing kleptocracies. They loot most of the companies’ profits, and leave some crumbs to the shareholders. The only way to realize the true potential of investing in a profit-making enterprise is to be an active majority shareholder, either by buying a controlling stake (an option available only to those already wealthy) or by starting one yourself. Belgian financier Albert Frère had a saying “The difference between a big minority shareholder and a small minority shareholder is the difference between a big chump and a small chump”.

Ethernet – accept no imitations

While reading an article about Brocade/Foundry’s product plans, I learned about Convergent Enhanced Ethernet (CEE), also known as “Data Center Ethernet”. As if Ethernet needed blessing from the price-gouging storage vendor community to enter the data center…

CEE sounds like just one more in a long line of failed “standards” like IsoENET that take Ethernet, find some supposed nit to pick with it, and add all sorts of baggage to address hypothetical requirements. In the case of IsoENET, it was jitter, and in the case of CEE, it is packet loss, never mind that function belongs to TCP at layer 4, not Ethernet at layer 2. It is a predictable result of the Fibre Channel community’s lame attempts to head off iSCSI by putting FCP directly over Ethernet (FCoE).

This basically reflects an attitude of “my traffic is so special, it can’t be allowed to mingle with unwashed Ethernet packets”, and reminds me of how France Telecom Labs circa 1996 was very proud to show a prototype of “World Wide Web without requiring the use of IP”, as if the fact the web uses IP rather than ATM was a barrier to adoption, rather than a success factor…

The reason why Ethernet is so phenomenally successful is that it is simple, easy to implement and cheap. Any attempts to add complexity will only delay time to market, limit economies of scale and add cost, until whatever comes out becomes just as expensive as the Fibre Channel ports and adapters the whole world is trying to ditch in favor of fast, inexpensive vanilla Ethernet. Then again vendors like Brocade grew fat on gouging Fibre Channel customers and hope they can reverse the trend of commodification and keep on with their little racket.

It’s just not going to happen, specially in a tough economic environment where IT expenditures are contracting and any attempt by vendors to foist their overpriced proprietary dead-end marketectures will be treated harshly by buyers.

Unbound from djbdns

I am experimenting with IPv6 at home using Hurricane Electric’s free tunnel broker. I had to upgrade my Cisco 877 router’s RAM, flash and software to get IPv6 support, and also my local caching DNS resolver, dnscache. There are IPv6 patches for djbdns, but since I installed them my DNS lookups seem slow. Using snoop and ethereal, it looks like the behavior of the server with or without the patches is quite different.

Considering the fact that djbdns has not had an official update since 2001, only collections of patches from third-parties, it was time to change, even though it was immune by construction to the Kaminsky bug. I opted for unbound from the same people who wrote the high-performance NSD server used on the RIPE root nameserver. It has a relatively simple architecture design for performance and security, and it supports DNSSEC, something that will become increasingly important.

While the configuration file format for unbound is simple, unlike the nightmare that is BIND, the devil in the details made the migration more painful than it ought have been, thanks in part to my split-horizon DNS configuration for machines on my local subnet. I don’t know if it is placebo effect, but my queries now feel faster.

Advisory warning

An aphorism often attributed to eugenist and racist Alfred E. Wiggam goes “A conservative is a man who believes that nothing should be done for the first time“. Corporate lawyers (the kind who never see the inside of a courtoom) seem to believe the only way to escape liability is to do nothing. Sometimes, despite their protestations, a company actually does come up with products or services, so they take their revenge in making them as unusable as possible to ensure no one buys them.

I bought a car last December. It is festooned with huge ugly warning signs on the visors. They are painted directly onto the leather and not removable. The car computer shows an annoying disclaimer when started. Every time. And it has to be dismissed manually. My GPS does the same. These are completely mindless ergonomic hurdles that probably do nothing for either safety or even shielding the manufacturer from liability, and make everyone’s life ever slightly more miserable.

During the Macintosh’s development, Steve Jobs famously equated slashing boot times with saving lives. The lawyers with their aggravating disclaimers are doing the exact opposite.