It is a strategic management.

Here is a question: 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.

A second article in The New Yorker detailed decades of sexual harassment and assault by Les Moonves. Moonves resigned. Hours after the story appeared, CBS said it would pay $20 million of anything owed to Mr. Moonves to organizations that support the #MeToo movement and equality for women in the workplace.

The battle for control of CBS that Shari had been locked into for many months ended. In one dramatic swoop, CBS announced the departure of longtime CEO Leslie Moonves amid a widening sexual harassment scandal, installed an acting CEO (CBS COO Joseph Iannielli) and announced six new members to its board. Gone were the old-timers, who were some of Moonves strongest allies.

CBS, in a statement, touted its compromise with the Redstone family and the independence of its refreshed 13-member board. The number of women on the panel immediately doubled to six. The average age of board members now is 65, eight years younger than before. Not mentioned in CBS statement was that Shari Redstone was deeply involved in the groups selection.

This may look like a compromise resolution at first blush, but it's not, said investment banker Lloyd Greif said. Shari won this round big. Les Moonves must feel like he got run over by an 18-wheeler.

The retirement of long-serving board members and Moonves resignation handed Redstone a major victory and could eventually strengthen her influence in shaping the future of the storied media company that her family controls. Several of Shari Redstones boardroom opponents have been cleared from the field.

As part of the truce, CBS board members agreed to drop their lawsuit against NAI. The CBS board unanimously rescinded the dividend it previously approved which sought to dilute the Redstone familys control over the company; NAI retains nearly 80% control of CBS. NAI gave ground too. Now it will have two, not three, representatives on the CBS board. And the company agreed not to propose a merger between CBS and Viacom Inc., the other media company that the Redstone family controls for at least two years.

NAI will appoint six new independent directors to the CBS board, including former Time Warner CEO Richard Parsons. The other newcomers are: Candace Beinecke, an attorney the firm Hughes Hubbard & Reed who is known for her expertise in mergers and acquisitions, Barbara Byrne, retired vice chairman of Barclays investment bank (who helped Atria spin off its stake in Kraft Foods), Brian Goldner, chairman and chief executive of Hasbro, Susan Schuman, CEO of the consulting firm SyPartners, which works with businesses undergoing cultural transformations, and Strauss Zelnick, CEO of Take-Two Interactive Software and a former Fox and Columbia Pictures executive. The new CBS board has more credible business executives that are younger with strong operational and deal-making track records.

They join the following independent directors who remain: Bruce Gordon, William Cohen, Gary Countryman, Linda Griego and Martha Minow.

Todays resolution will benefit all shareholders, allowing us to focus on the business of running CBS and transforming it for the future, Redstone said in a statement. We are confident in Joes ability to serve as acting CEO and delighted to welcome our new directors, who bring valuable and diverse expertise and a strong commitment to corporate governance.

Remarkably, with the company under siege and activists and others calling for Moonves ouster, Moonves continued to shepherd the companys day-to-day activities. Insiders say they did their best to focus on the work of running a media company with a $21 billion market cap.

As part of the settlement, many of CBS longest-serving directors, including Moonves, television producer Leonard Goldberg, film producer Arnold Kopelson, music executive Doug Morris, former banking executive Charles Gifford, former government official Joseph Califano and attorney David Andelman, retired from the board.

NAI agreed it would not push for a merger between CBS and Viacom for at least two years. NAI also said it would give good faith consideration to any business combination transactions or other strategic alternatives for CBS.

In essence, CBS is open for M&A business, wrote an investment analyst at MoffettNathanson. We think the current CBS board is free to pursue, or at least consider, conversations with potential third-party acquirers. This seems to be the clear-cut upside for CBS investors versus where things were before the settlement was reached.

But it isnt sure there are any clear contenders for the company. Looking at the media universe, Disney, Fox and Comcast already own broadcast networks and are precluded from buying another one, he wrote. Discovery is the only other buyer of similar scale and they are in the midst of deleveraging and would have to offer a significant premium using its stock to attract CBSs attention.

Nathanson thinks the new board means better days ahead for the company. We still worry about CBSs longer-term fundamentals given the companys high exposure to advertising and secular traditional television challenges as well as reliance on SVOD licensing sales, wrote Nathanson.

Just a few days after Moonvess departure, CBS announced Jeff Fager, the long-time executive producer of 60 Minutes, would also be leaving, after allegations of sexual harassment. In addition to Moonves and Fager, CBSs Charlie Rose had also left the network following accusations of sexual misconduct. All three men have denied allegations.

2.

CBS Corp. sought to turn the page on a tumultuous stretch when it said last month that Leslie Moonves was stepping down as chairman and chief executive amid sexual-harassment accusations and that the media company was settling litigation with its controlling shareholder. Instead, the boardroom drama continued. On Sept. 25, the company announced that its lead independent director, Bruce Gordon, was stepping down, surprising many people close to the company. He quit over the decision to name an interim chairman, feeling that it sidelined his role and compromised the boards ability to recruit a strong CEO who might want the chairman title. Another director, William Cohen, also left the board, because he was upset at the portrayal of him in the press as a staunch supporter of Mr. Moonves.

Meanwhile, the investigation the board launched into Mr. Moonvess alleged misconduct and CBSs company culture is also examining the conduct of individual board members during the saga, including Mr. Gordon. All directors have been interviewed in the probe, the people said.

Fewer than half of the 11 members on CBS's board were on it at the start of last month. As part of CBSs settlement with NAI in September, six CBS board members were replaced. Mr. Gordon remained and the settlement secured his place on the board through 2020, which is why his departure two weeks later caught his fellow directors off guard.

Although NAI, which has nearly 80% voting stakes in each of CBS and Viacom, agreed under the settlement not to push a merger of the companies for two years, a merger could still take place if two-thirds of CBS board members not affiliated with NAI agree to it. The departures of Messrs. Gordon and Cohen leave the board with 11 people and reduce the number of independent directors who would have to vote for such a transaction from eight to six.

Guggenheim Securities analyst Michael Morris said the board changes could increase the potential that independent board members revisit a possible recombination with Viacom.

3.

The board must decide how to proceed with the $120 million severance package for Mr. Moonves. The outcome remains in limbo while investigations continue.