Directors & Boards articles from December 2007

Directors & Boards archives from December 2007

Is 60 the time to move on?(LETTER FROM THE CHAIRMAN)(Editorial)
December 22, 2007... In September I attended a Genesis concert with a friend who is the CEO of a Fortune 100 firm. (For those who don't remember Genesis, it's a rock band formed in the mid-'60s featuring Phil Collins.) My friend is turning 60 this fall and is set...

Surrogate reader.(EDITOR'S NOTE)(Editorial)
December 22, 2007... WHEN PEOPLE find out how long I've been editor of Directors & Boards--I'm now starting my 27th year with this issue that you hold in your hands--a common reaction is, "Where do you get your ideas from?" or, "How do you keep coming up with...

'Access denied!' redux: the SEC is poised to act. Maybe.(QUIDDITIES)
December 22, 2007... SHOULD SHAREHOLDERS be given the right to have information about their own slate of director-candidates included in the company's proxy statement? Readers experiencing deja vu can be assured that that sensation is fully warranted. For...

How it begins ... fraud, that is: don't tell anybody to do something wrong. Just apply some sly pressure, along with a pat on the back.(SUTTON'S LAWS)
December 22, 2007... THE CHAIRMAN wants you in his office tomorrow, at 10 a.m.," she said. Yikes. I had been a CEO for all of two quarters and was partially into my third decade of life. Our group's results were consolidated but publicly broken out alongside...

Opening the door to shareholder proposals: are you ready to respond to the 'voice' of your shareowners.(LEGAL BRIEF)
December 22, 2007... THIS YEAR, shareholders, especially of large companies, have enjoyed unprecedented influence in corporate governance. Traditionally, and almost reflexively, shareholder proxy proposals have been viewed with suspicion and hostility by...

D & O liability: is this the calm before the storm? Directors have enjoyed a good run on good news. But important cautions must be offered.(RISK MATTERS)
December 22, 2007... AUGUST'S WHIPSAWING stock market should serve as an important reminder that, when it comes to financial markets, there is peril in letting your guard down. Certainly the past five years have seen a relatively stable stock market. This...

In search of smarter capital: on the importance of finding the best lender, not just the best rate.(COMPETITIVE EDGE)
December 22, 2007... WHEN FINANCIAL markets are flush, lenders often compete based on price or by offering covenant-light or even restriction-free loans. Capital becomes a commodity, and lenders increasingly accept more than reasonable risk to secure business....

When you descend for the 'royal visit': a few leadership tips for interacting with your global teams.(GLOBAL LEADERSHIP)
December 22, 2007... BUSINESS LEADERS who oversee global enterprises often do not reflect adequately on what real value-addition would look and feel like from the perspective of their teams overseas. For example, many businesses have placed a high percentage of...

Leveraging directors as deal sources: how Challenger Capital Group empowers its board to tee up M & A and private equity opportunities.(BIG DEAL)
December 22, 2007... WHILE THE ROLE of board members falls under increased responsibility in an era of greater transparency and accountability, it's the role of "active advisor" that financial institutions should seek out and leverage when it comes to deal...

How to rake in excess returns: seven ways to take advantage of counterintuitive industrial trends.(GUEST COLUMN)
December 22, 2007... ANYONE LOOKING to make money in today's challenging environment might well benefit by identifying global trends across a wide variety of industries. In particular, trends that are counterintuitive and have broad implications provide the...

What is this thing called CEO leadership? Whether it's a public company or a private equity-run business, both need leaders who embody these 10 crucial characteristics.(LEADERSHIP)
December 22, 2007... GIVEN THE SIGNIFICANT GROWTH of the private equity industry in the past several years, it is clearly understandable why the industry is receiving an enormous amount of press coverage. Having spent 25 years working in publicly traded...

A board's template to evaluate the IRO: don't be blindsided by issues raised in the investment community. Do a check-up on the capability of your investor relations function.(INVESTOR RELATIONS)
December 22, 2007... TAKE A LOOK at what could well result in the "perfect storm" for director elections in 2008: the convergence of potential SEC proxy rule changes with the elimination of the 10-day broker voting rule; majority voting; proxy access for nominating...

Boards and the irony of diversity: diversification of products? Sure. Diversification of assets? Absolutely. Diversification of the board? Not quite. Why not?(BOARD DIVERSITY)
December 22, 2007... MENTION THE WORD "diversity" and people tend to become uncomfortable. That is ironic. As individuals we are raised to believe that there is no one else like us. Science even supports this uniqueness. No two individuals have the same DNA. When...

Bespoke boards: find the nonprofit that fits; Joining a nonprofit board that suits your interests is not simply a matter of matching the mission to your passion. It's also about finding the board where you can play a meaningful role, while developing your leadership potential.(NONPROFIT BOARDS)
December 22, 2007... WHEN BRUCE J. KLATSKY joined the board of Human Rights Watch in 1985, the board consisted primarily of people with expertise in human rights and advocacy. Klatsky, who was chairman and CEO of Phillips-Van Heusen Corp., saw his participation on...

First year wisdom for next year's disclosure: a checklist to help boards master their 2008 executive compensation disclosures under the new SEC rules.(FINANCIAL OVERSIGHT)
December 22, 2007... NOW THAT THE first proxy season under the SEC's new executive compensation disclosure rules has ended, it is time for companies to assess their experience with the new requirements and analyze how they will affect future compensation decisions....

How to strengthen director incentives: want a board to make decisions that increase shareholder wealth? Then let's increase the directors' wealth leverage.(DIRECTOR COMPENSATION)
December 22, 2007... GOVERNANCE experts are sharply divided about the impact of compensation on director decision making and effort. Some experts argue that directors serve on boards primarily to learn and that compensation has little impact on director...

Directors' new attitude toward D & O insurance: are you--and your assets--adequately protected? More directors than ever are interested and engaged in knowing the answer.(D & O INSURANCE)
December 22, 2007... AFTER YEARS OF HEADLINES highlighting claims against directors and officers, many directors have determined that they need to be more involved in ensuring their D & O insurance is up to par. Gone are the days when they would accept on faith...

What is your board's embarrassment IQ? This quiz will place you on a scale ranging from "I sleep well at night" to "I must take immediate action.".(INFORMATION FOR THE BOARD)
December 22, 2007... JACK AND SUZY WELCH raised a provocative point in their Business Week column, "The Boardroom Bunker," earlier this year. "Too often," they observed, "the question is: 'Has anything happened lately that could embarrass us?'" The sad truth...

You're more than the 'hall monitor': how directors contribute to strategy development determines the real value they add to a company. But governing strategy means asking tough questions and putting the proper 'scaffolding' in place.(STRATEGY)
December 22, 2007... IT IS HARD TO HAVE a conversation about governance without getting the impression that the board is the "hall monitor" in the affairs of an organization. The business press, the analysts, and the critics seem single-mindedly focused on...

The obsolete notion of auditing information: boards today are fighting a new kind of war--an information integrity war--with antiquated concepts and tools much the same way the Polish cavalry met the German army in World War II.(INFORMATION FOR THE BOARD)
December 22, 2007... HISTORY IS REPLETE with examples of technologies that disrupt the existing world order in many fields of endeavor. For example, over the centuries, cavalry had been the source of strategic advantage in warfare. In 1939, when the German army...

Book it: best bets for board reading; From a roundup of new books, leadership insights on hiring smartly, succeeding at succession, heading off trouble in the boardroom, dealing with the press ... and being yourself!(LEADERSHIP)
December 22, 2007... The 'boa' we all wrestle with From What Really Matters by John Pepper. Copyright 2005, 2007 by Procter & Gamble. Published by Caravan, Yale University Press (www.caravanbooks.org). LIVING AUTHENTICALLY earns the reputation I love to...

The verdict on SOX: full adjustment; As the Sarbanes-Oxley era marches on, veteran board counselors Richard Beattie and John Finley render judgment on the law that was thrust on Corporate America five years ago.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)(Interview)
December 22, 2007... FOR ALMOST four decades, Richard Beattie has been an integral, behind-the-scenes player in of some of Corporate America's most significant boardroom dealings. As a longtime partner, and now chairman, at the law firm of Simpson Thacher &...

Directors Roster: a quarterly record of new director appointments.
December 22, 2007... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is compiled from public and private sources by the editorial staff of DIRECTORS & BOARDS and is sponsored by Heidrick & Struggles. Please forward your...

Company index.(DIRECTORS ROSTER)
December 22, 2007... Accelrys Inc. Allete Inc. Ampex Corp. Applied Materials Inc. Applied Signal Technology Inc. Arbitron Inc. Avery Dennison Corp. Blyth Inc. Boston Private Financial Holdings Caribou Coffee Co. Inc. ...

Director index.(DIRECTORS ROSTER)
December 22, 2007... Alexander, Mark A., Kaydon Corp. Armitage, Carol, Windstream Corp. Bailar, Gregor S., Corporate Executive Board Co. Benson, James M., Sapient Corp. Blackwell, Robert J., Intelli-Check Inc. Bottoli, Marcello, International...

On power and empowerment: share your power while you have it, because it's going to go away.(ENDNOTE)(Reprint)
December 22, 2007... GENUINE POWER PLAYERS work for a larger cause than consolidating their own power They empower others. Sharing your power does not mean diluting it or abdicating your responsibilities. When Kraft CEO John Richman was mentoring me to become...