Directors & Boards articles from January 1998

Directors & Boards archives from January 1998

Hands off handouts.(congressional proposal would require disclosure of corporate charitable contributions)(Column)
January 1, 1998... During a recent board meeting, my fellow directors discussed the congressional proposal that would require full disclosure and shareholder approval of corporate charitable contributions. We were both surprised and disturbed by the proposed...

The Street blinked.(Wall Street investors will pay more for securities of those firms that are well governed.)(Column)
January 1, 1998... Wall Street believes in good governance... in fact, will pay up for the stock of companies that are perceived as being well-governed -- or so we are being told. McKinsey & Co.'s study of investors and just how much of a governance "premium"...

Two modest proposals: there are ways for shareholders to obtain primary source information about directors.(Column)
January 1, 1998... There are ways for shareholders to obtain primary source information about directors. Presumably, few would doubt the validity of these principles: 1) Primary source information is, generally, preferable to secondary source data, since the...

What it takes to make a good board. (board of directors)(Column)
January 1, 1998... Here are a few positive attributes that are likely missing from lesser achieving boards. Like daily newscasts which focus predominantly on bad news, the literature on boards of directors usually focuses on the failures of boards. There is...

Accountability is going global.(Column)
January 1, 1998... We may be evolving toward an international set of corporate governance principles. The current popularity of corporate governance issues seems surprising. After all, balancing the relationship among the main players in corporate management...

Why pray when you can order?(board of directors and mandatory bylaw amendment proposals)
January 1, 1998... A warning to boards: Watch out for mandatory bylaw amendment proposals. Shareholder activists and arbitrageurs may have a powerful new weapon in their arsenals, if courts uphold the validity of shareholder proposals to amend corporate...

Augustine's Travels.
January 1, 1998... Published by AMACOM (a division of American Management Association), New York, 240 pages, $24.95 Norman Augustine has hit a home run with his latest book, Augustine's Travels. He is a proven corporate leader with experience and personal...

Navigating the D&O Maze.
January 1, 1998... Published by Browne & Co. Inc., New York, 47 pages, $5.00 Since the mid-1980s, numerous articles and books have been written on the topic of directors' and officers `liability. While many of the articles have been filled with valuable...

Nonprofit Governance: the Executive's Guide.
January 1, 1998... Published by the American Society of Corporate Secretaries, New York, and the American Bar Association Section on Business Law, Chicago, 360 pages, $79.95 If you are a director of a nonprofit corporation you should ensure that you own a...

Standards ideology and board reality.(Chase Manhattan Chairman and CEO Walter Shipley)(Interview)
January 1, 1998... The Business Roundtable rebuffs the `One size fits all' juggernaut. An interview with Chase Manhattan Chairman and CEO Walter Shipley. In September 1997, the Business Roundtable (BRT) delivered a consequential message to Corporate America...

Statement on Corporate Governance. (excerpt from The Business Roundtable's white paper)(Business Roundtable 1997)
January 1, 1998... Here is an excerpt from The Business Roundtable's white paper, Statement on Corporate Governance. The report is discussed in the accompanying interview with Walter V Shipley, who headed the BRT's governance task force. The business...

Corporate governance and American competitiveness.(excerpt from The Business Roundtable's 1990 position paper)
January 1, 1998... Here is an excerpt from The Business Roundtable's 1990 position paper. The competitiveness of the American corporation was a major issue of the day. The BRT emphasized that if U.S. companies were to prosper in global competition, the governance...

The role and composition of the board of directors of the large publicly owned corporation.
January 1, 1998... The mid- to late 1970s was a time of great governance ferment, with business, legal, academic, and political constituencies squaring off on the role of the board in the conduct of corporate affairs. The following passage from The Business...

A positive sign for board evolution.
January 1, 1998... In 1996 the National Association of Corporate Directors released a report that offered what it called "a new corporate governance standard to define professionalism for individual directors and a culture of professionalism for entire boards." Ira...

Benchmarking fundamental and 'ideal' board practices.(board of directors)
January 1, 1998... In June 1997, the staff of the California Public Employees' Retirement System proposed that the fund formally adopt a set of governance principles whose purpose would be "to provide a benchmark of what is `good' corporate governance." The...

Model guidelines for proxy voting.
January 1, 1998... What's on Big Labor's mind as to what constitutes good governance standards? Last year the Association of Federated Labor-Congress of Industrial Organizations (AFL-CIO) issued Proxy Voting Guidelines, a new 23-page publication designed to assist...

The 'Board of the Year' governance standards.(board of directors' award to Compaq Computer Corp.)
January 1, 1998... In November 1997, the board of directors of Compaq Computer Corp. was named "Board of the Year" by the Wharton School of the University of Pennsylvania and Spencer Stuart, an international executive search firm. The award was presented in...

A 'blue-collar approach' to board effectiveness.(includes a related article on Ceridian Corp.'s board of directors)
January 1, 1998... Given the elevated level of much of the governance debate, it would do well to take under advisement the counsel of Lao-tze: `Govern as you would cook a small fish: Don't overdo it.' Shareholders, management, employees, and the public owe a...

Competitive advantage and shareholder value.
January 1, 1998... The conviction to engage in value-creating investment despite initial stock market skepticism is in the best tradition of shareholder-value management. During the past decade CEOs have talked consistently about two dominant business...

A formula for prosperity: ten principles of CEO leadership that have paid off big - big as in 146 consecutive quarters of growth!
January 1, 1998... Ten principles of CEO leadership that have paid off big -- big as in 146 consecutive quarters of growth! ADP has had 146 consecutive quarters of growth in both revenue and earnings per share. This is an extremely unusual record. To put it...

Taking the pain out of growth: business process outsourcing.
January 1, 1998... As the board presses management to ensure the success of foreign ventures, more companies rely on business process outsourcers' expertise to pave the way -- and translate foreign business into shareholder value. Global Markets for...

Evaluating individual directors.(board of directors)
January 1, 1998... Despite the existence of problems, there is a role for some form of individual appraisal as a component of the overall board evaluation process. Boardroom performance appraisals have become increasingly commonplace. A recent survey by...

Board stock ownership: more, and more again.
January 1, 1998... The tremendous growth in the use of equity is changing the landscape of total pay for directors. The performance expectations, responsibilities and risks associated with directorship are in the midst of exponential growth, and new...

Where are the auditors?(audit committees and auditing departments)
January 1, 1998... Audit committees traditionally have looked to the internal auditing department to insulate them from `Surprises' -- but the greatest surprise may be what has happened recently in that department. Internal auditing is a strong,...

What to do about the 'opportunity-cost' director; the termination of marginal directors will be one of the most important governance issues in the years ahead.
January 1, 1998... The termination of marginal directors will be one of the most important governance issues in the years ahead. Shareholder rights groups are likely to make the termination of nonperforming directors their cause celebre of the new millennium....

Directors roster: in affiliation with Spencer Stuart - a quarterly record of new director appointments.
January 1, 1998... In affiliation with Spencer Stuart--a quarterly record of new director appointments This edition of the Directors Roster features 274 directors that have joined 220 corporate boards. What led to these appointments? While we can't report on...

Gen. Victor Krulak: in the heat of a takeover battle, 'The Brute' answers the call to board duty.
January 1, 1998... In the heat of a takeover battle, `The Brute' answers the call to board duty. In his book First to Fight, former U.S. Marine Corps Lieutenant General Victor Krulak -- famously known in military circles as "The Brute" -- describes a major...

Dr. Kathryn Sullivan: from outer space to the boardroom, this former astronaut is reaching for the stars.
January 1, 1998... From outer space to the boardroom, this former astronaut is reaching for the stars. Those who dream by night in the dusty recesses of their minds wake in the day to find that all was vanity; but the dreamers of the day are dangerous men, for...

'Let sleeping directors lie.'(excerpts from 'Further Up the Organization')
January 1, 1998... Another well-known executive during the 1960s and 70s era passed away recently. Robert Townsend, who headed Avis Rent-A-Car-from 1962-1965 and was affiliated with a number of other companies and organizations over his career, died in January 1998...

Hal Geneen: always curious, always learning.(includes related article on board of directors)
January 1, 1998... Harold Geneen, the legendary head of ITT Corp. in the 1960s and 70s, died in November 1997 at the age of 87. One person who worked closely with him over the past 15 years was Barbara Hendra. President of The Hendra Agency Inc., a New York public...