Directors & Boards articles from January 1999

Directors & Boards archives from January 1999

The new physics of stock options.(Letter from the Chairman)
January 1, 1999... The laws of classical physics are no longer applied to executive stock option programs. When devising, or revising, these programs, the new physics of alternative histories and multiple universes has replaced Newtonian mechanics. According to...

Waste not.(Quiddities)(a board's accountability for the wasting of corporate assets)(Column)
January 1, 1999... A board should be held accountable for wasting corporate assets even if its 'due consideration' is cosmetically pristine. The phrase "corporate waste" does not refer to efflux from an industrial plant but to the legal and governance...

Strategic support.(Some Things Considered)(role of corporate directors in strategic planning)(Column)
January 1, 1999... Here is how directors can begin, and productively conduct, a sound planning process. Every observer of business would doubtless agree that the single most influential person to the success of any business enterprise is its CEO. It...

Protecting against cancellation.(D&O Insurance Update)(directors & officers' liability insurance)(Column)
January 1, 1999... Here is a policy provision that can pull the insurance rug out from under your feet when you need it the most. Most prospective outside directors refuse to join a board unless they will be covered by D&O insurance. This is a wise decision....

Make better use of the CFO.(chief financial officer)(Column)
January 1, 1999... Activist boards increasingly are turning to CFOs for more than just the latest numbers. When I was CFO at Lee Enterprises, a publishing and broadcasting company, Lloyd Schermer, then CEO, used to say: "Tell me exactly what you think, even...

Compensation Committee Manual.(Review)
January 1, 1999... by J.E. Richard Published by J. Richard & Co., Half Moon Bay, Calif., 210 pages, $145.00 REVIEWED BY ERIC SCOONES Board members who serve on compensation committees in today s world may well wonder whether they have collectively...

The 2000 Percent Solution.(Review)
January 1, 1999... by Donald Mitchell, Carol Coles, and Robert Metz Published by AMACOM, New York, 256 pages, $24.95 REVIEWED BY DONALD N. FREY The 2000 Percent Solution is a brightly written, well organized, enjoyable and instructive book on how to...

Million-Dollar Frauds.(Review)
January 1, 1999... by Gary McKechnie and Nancy Howell Published by The Institute of Internal Auditors, Altamonte Springs, Fla., 113 pages, $29.00 REVIEWED BY DANA R. HERMANSON Million-Dollar Frauds presents a lively and engaging discussion of 11...

Protect Yourself from Business Lawsuits.(Review)
January 1, 1999... by Thomas A. Schweich Published by Scribner, New York, 223 pages, $24.00 REVIEWED BY MICHAEL H. DIAMOND Those of us who make our living at the corporate defense bar often wish for the perfect client - the company where no one ever...

Gershon Kekst: master of the 'saykhl' business.(includes related article on the Walt Disney Co. buyout)(founder of Kekst and Co.)(Cover Story)
January 1, 1999... Saykhl is a good thing to have. That's why CEOs and boards for 30 years have turned to Gershon Kekst for advice in takeover and other sensitive communications situations. Early in my December 7, 1998, conversation with Gershon Kekst,...

Realistic expectations for audit committees.
January 1, 1999... It appears that the SEC may view audit committees' roles as much more 'hands-on financial controls' than is feasible or appropriate for outside directors. The Business Roundtable (BRT) fully supports SEC Chairman Arthur Levitt's statement...

How do boards add value?(role of corporate boards)
January 1, 1999... Also, what limits their ability to do so? Directors give candid answers to these two tough questions. It's no secret that a well-constructed and smoothly operating board adds tremendous value to a company. Nonetheless, exactly how a board...

Leveraging your board to gain an edge.(effective board composition and dynamics)
January 1, 1999... 'The desired future of the company should be represented by the board today'...and other insights for early-stage companies on effective board composition and dynamics. The rapid growth rate of venture-backed companies makes it exceedingly...

'We have a warrant to search your facility.'.(how to prepare for and respond to a search warrant)
January 1, 1999... It could happen to anyone. Seven steps every company should take in preparing for and responding to a search warrant. To most corporate counsel, the idea of federal agents storming into the company's oak-paneled reception area waiving a...

Has your company outgrown its board? Here's how to tell.
January 1, 1999... By answering the following brief list of questions, CEOs and nominating committees should be able to gauge how well their board measures up. Market dynamics continue to push companies in unexpected directions. For some, such as high-tech...

Directors Roster.(quarterly record of new director appointments)
January 1, 1999... In affiliation with Spencer Stuart - a quarterly record of new director appointments Recruiting top talent for boards was in high gear last year. DIRECTORS & BOARDS tracked 1,093 board appointments to 867 companies in 1998, compared to...

Kenneth L. Chenault.(American Express Co.'s president appointed to the International Business Machines Corp. board)
January 1, 1999... Louis Gerstner finally snags an elusive candidate for the Big Blue board. While completing his last year at Harvard Law School in 1976, Kenneth I. Chenault became an American Express Co. card member. (His first card was gold, the most...

Anthea Disney.(News America Publishing Group's chairman and chief executive officer joins CIT board)
January 1, 1999... CIT Group recruits for its board one of Rupert Murdoch's media magnates for her communications industry savvy. When CIT Group Inc. began its quest for a new director, President and CEO Albert R. Gamper Jr. hired a search firm to assist him....

Laura D'Andrea Tyson.(former presidential adviser appointed to the Human Genome Sciences Inc. board)
January 1, 1999... The former presidential adviser is excited about breakthroughs in her Berkeley post and in her new directorship at Human Genome Sciences. Whether she was explaining the principle of supply and demand to a classroom of freshmen or briefing...

The Directors Roster.(quarterly review of director appointments)
January 1, 1999... The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar...

Distortions in value creation.
January 1, 1999... The whole stock option process - wealth without risk - needs serious reconsideration. The creation of "shareholder value" as the explicit focus of corporate strategy is largely a phenomenon of the 1990s. It has been driven, in part, by the...