Updated from 6:24 p.m. EDT
While many companies stuck in the backdating morass have adopted a "throw the bums out" approach when evidence of manipulated options materializes,
is keeping its co-founder, who resigned Wednesday as chairman and CEO, on the board of directors.
That left some scratching their heads.
It's not clear yet what ex-CEO Shelby Bonnie's role was in the company's backdating. A report by a special committee reviewing the options grant procedures at CNet "does not conclude that any current ... or any recently resigned employees engaged in intentional wrongdoing," the company said.
At the same time, CNet said that Bonnie, along with the company's just-resigned general counsel, head of human resources and the company's ex-CFO "bear varying degrees of responsibility for these deficiencies."
"The decision to stay on as a director is Mr. Bonnie's. He was elected as a director (by) the company's shareholders," Sarah Cain, a spokeswoman for CNet said in an e-mail. "The board appreciates Mr. Bonnie's willingness to work with them and the company to assist with this transition."
"I apologize for the
option-related problems that happened under my leadership," Bonnie said in a press release earlier Wednesday. "I believe that the company has come a long way since 2003 in addressing these deficiencies, but am deeply disappointed it happened nonetheless."
Corporate governance experts said it's likely the company didn't want to divorce itself completely from Bonnie's expertise.
"The cleanest way to do this would be to have him leave the board," says Jim Post, a professor of management at Boston University who teaches corporate governance and ethics for the school's MBA program.
"I can only think that the board concluded that based on his reputation and based on his knowledge, it's more valuable to keep him on the board in some capacity," Post says. "That makes sense to me, but it's also very clear that that board knows that they cannot maintain their credibility and have him in a position of leadership."
Indeed, a Wall Street analyst referenced Bonnie's operational chops in a note to clients Wednesday. Mark May, who follows the company for Needham, wrote that Bonnie "is rightly viewed as a digital media visionary."
But May also wrote that Bonnie was "considered a spendthrift by some, and fresh leadership might be a net-net good for CNet." Needham makes a market in CNET.
In some ways, Bonnie seems to hold a position of esteem not unlike
CEO Steve Jobs. While there is no indication that the options fallout at Apple would ever cause Jobs to leave his post, it's difficult to imagine a scenario, short of a backdating "smoking gun," where investors would call for him to leave the board or cut all ties to the company.
"I would imagine that, as the co-founder of the company, they would not want to lose his
Bonnie's knowledge and experience at the drop of a hat," says Paul Hodgson, senior research associate at The Corporate Library.
Hodgson also pointed out that "there is no implication that he was personally involved, as far as I can tell (in light of the other resignations). Of course, as the captain he has decided to go down with the sinking ship."
Going forward, it's a matter of whether the company has done enough to assure the investors and the
Securities and Exchange Commission
that they have fixed the problems, Post says.
"I think they'll get feedback on that very quickly - in the market price and the messages they get from institutional investors," Post says. "If this doesn't play with investors, they could retain (Bonnie) as a consultant and get him out of the governance of the company."
During the regular session, CNET shares tanked 7.7%, falling 76 cents to close at $9.14, as the company's backdating news combined with the company's announcement that it was cutting quarterly revenue guidance.. After hours, shares picked up 5 cents to $9.19.