Directors & Boards articles from January 1997

Directors & Boards archives from January 1997

The spin on spinoffs. (corporate divestitures)
January 1, 1997... Corporate divestitures always have constituted a large pro portion of merger and acquisition activity. Over the past several years, of the approximate 6,000 deals completed annually, nearly 40% have been divestitures. The primary rationale for a...

Pals on the board: here is what the proxy rules are missing about director independence.
January 1, 1997... The standard test for directorial "independence" misses the point. Embodied in SEC Rules and IRS Treasury Regulations, that test concerns a director's being (a) a current or past employee or (b) a supplier of goods or services to the corporation....

Baseball in the boardroom. (board meetings)
January 1, 1997... At an athletic contest, the fans boo laziness and incompetence. In the boardroom, who is booing? Did you ever go to a baseball game and hear the fans booing a highly paid player failing to run out a grounder or hustle after a ball that got by?...

Director monitoring has its limits.
January 1, 1997... Formal structure and procedures alone cannot guarantee that directors will be influential as well as involved. After six years of a strong economy and corporate performance accompanied by fabulous stock market advances, to demand tougher board...

Duty, honor, company. (boards of directors)(includes related article on corporate governance perception)(Cover Story)
January 1, 1997... Boards don't need reform so much as they need a renewed sense of their responsibilities and powers and a willingness to exercise them on behalf of the shareholders. Like most American executives who came up through the managerial ranks during...

Looking for a CEO? Look for early career signs of 'leadership without portfolio.'(Cover Story)
January 1, 1997... Governance scholars agree that one of the corporate board's core duties is to select a chief executive officer who will provide the company with the new leadership it needs. But that's easier said than done. Even veteran headhunters can have...

The Buffett board and governance reform. (Berkshire Hathaway Chmn and CEO Warren Buffett)
January 1, 1997... The success of companies that defy popular governance trends should signal reform advocates to proceed with caution. As institutional investors pressure underperforming corporations to adopt reform proposals (such as those recently offered by...

Being on a board of a foreign subsidiary.
January 1, 1997... Director beware: foreign subsidiary board service presents additional, but manageable, complications. A corporate director or officer of a U.S. corporation is often asked to serve on the board of one or more of that corporation s foreign...

The challenges of the family board. (family owned businesses)
January 1, 1997... In quest of a governance model that embraces the best of the public corporate board while retaining the agility, dynamics, and passion so characteristic of the closely held company. The history of american business is filled with the stories of...

Recruiting professors as board members.
January 1, 1997... Three corporate leaders talk about their experiences in drawing from academia to add to the board mix. The success of a board is highly dependent on its composition - who its members are and what perspective they bring to the boardroom. The...

The making of a spinoff board.
January 1, 1997... In the welcome absence of instruction to the contrary from Kodak, we proceeded to seek out a wholly new board. As Eastman Chemical Co.'s spinoff from Kodak neared reality in 1993, we faced the task of creating our first board of directors. It...

When a spinoff is on the board's agenda.
January 1, 1997... Directors have distinctive strategic and board composition decisions to make when involved with a spinoff The mid-1990s have witnessed a new surge in corporate restructurings. Of those restructurings, only spinoffs allow the affected business...

21st Century Corporate Board.
January 1, 1997... One may wonder why we need another book about boards of directors. Two reasons occur to me. One is to provide those concerned with and involved in corporate governance a perspective on how boards have evolved in the last several decades. The...

Anchoring Points for Corporate Directors.
January 1, 1997... In this, his 17th book, Robert Mueller explores what he describes as the topic of "obedience to the unenforceable" in corporate governance. In the process, he provides insightful commentary which will benefit virtually anyone interested in...

Real pressure. (pressures facing corporate directors)
January 1, 1997... From CEO succession problems to being locked out of his hotel room, veteran board member W.H. Clark reflects on the pressures facing directors. How does a board act under pressure? I have been involved with about 10 boards over the years. They...