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A quarterly forum for discussion and analysis of topics pertaining to corporate governance. Covers such topics as the role and responsibilities of the board, corporate strategy, CEO succession, human resources, international trends, and executive and dire
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Skin in the game.(Brief Article)
January 1, 2001... AS CHAIRMAN of the compensation committees of several public companies, I have laddled out gobs of stock options in the belief that these grants link the interests of management with those of shareholders. Over the years I have come to...
The past as prelude.(Brief Article)
January 1, 2001... AS WITH LIFE ITSELF, the past as prelude is a recurring theme in tracing the progression of corporate governance. As this edition of DIRECTORS & BOARDS goes to press, Arthur Levitt has just stepped down as SEC chairman after eight years at the...
The Albanian candidate.(Brief Article)
January 1, 2001... Revisiting our informationally-challenged method of electing directors.
HAVING EXEMPLIFIED the singularly American phenomenon of the multiyear political campaign, the recent Presidential election may have resulted in voters' having learned...
Managing audit committee liability risk.(Brief Article)
January 1, 2001... These should be considered core items in an audit committee's effective oversight.
LAST DECEMBER, the Securities and Exchange Commission adopted rules requiring a series of new disclosures from and about corporate audit committees. While...
An unstoppable force.(Brief Article)
January 1, 2001... The governance movement barrels ahead, evolving beyond even the reforms of the '90s.
IT BEGAN AS A puff of fresh air, wafting into the musty boardroom, imperceptibly stirring the atmosphere. Soon, it became a wind of change that eventually...
A board's road to transformation.(Tower Automotive Inc.)(Brief Article)
January 1, 2001... How one board matched itself up against the critical success factors for effective governance.
TOWER AUTOMOTIVE INC., a leading manufacturer of structural stampings, assemblies, and modules for the automotive industry, grew from $83...
Quotations for Public Speakers.(Brief Article)(Review)
January 1, 2001... by U.S. Senator Robert G. Torricelli
Published by Rutgers University Press, Piscataway, N.J., 336 pages, $27.00
I LIKE SEN. ROBERT TORRICELLI, even though we are of opposite parties. My observations are that he is a fair man, an honest...
The Art of M&A Due Diligence.(Brief Article)(Review)
January 1, 2001... by Alexandra Reed Lajoux and Charles Elson
Published by McGraw-Hill, New York, 477 pages, $49.95
THOROUGH, comprehensive, sensible, understandable and useful. These adjectives aptly describe The Art of M&A Due Diligence. It's a...
Directors And Officers Liability Insurance: A Director's Guide.(Brief Article)(Review)
January 1, 2001... by Ty R. Sagalow
Published by the National Association of Corporate Directors, Washington D.C., 267 pages, $165.00
FROM THE PERSPECTIVE of board members and officers, the most important insurance policy maintained by a company is the...
Probing the mind and life of the CEO.
January 1, 2001... Interviews with 40 business leaders yield a portrait of men and women acting with uncertainty in a world full of uncertainty Here is a picture of today's CEOs and of the revolution in which they find themselves.
LEONARD RIGGIO, chairman...
The board and box canyons.
January 1, 2001... When good companies find themselves in bad trouble: One CEO'S playbook for navigating safe passage.
IF AMERICA CAN CLAIM an art form besides jazz, I'd argue that it should be the wonderful old cowboy and Indian movies. The ones I liked the...
It's time to improve corporate governance.
January 1, 2001... 'I frankly am disappointed that we have not made more progress in the past 10 years.' Recommendations for building a great board, using it effectively, and establishing a balanced relationship between the CEO and the board.
DURING THE PAST...
Your liability under Regulation FD.
January 1, 2001... While not intended to increase your liability exposure, the SEC'S new regulation will require a rigorous review of your disclosure policies and practices.
THE SECURITIES AND EXCHANGE COMMISSION has long expressed concern over the potential...
Incorporate in Delaware? Yes.
January 1, 2001... Choosing the 'First State' as a corporate venue offers compelling advantages -- including, says a recent study, a measurable shareholder value-friendly impact on the stock price.
DELAWARE, the "First State," has long been known as the home...
Earnings management and audit committees.
January 1, 2001... How earnings management was a key driver behind the new audit committee rules, and what the new rules do to combat earnings management.
THE SHAREHOLDER MEETINGS SEASON is almost upon us, and a key topic of discussion will likely be the...
Sample audit committee charter and checklist.
January 1, 2001... Here are two model documents that will be helpful guides to achieving audit committee mandates and best practices.
IN JANUARY 2000 the Securities and Exchange Commission and the New York Stock Exchange and NASD/AMEX adopted new rules...
Corporate governance along the digital divide.
January 1, 2001... A just-completed study with top dot-com executives surfaces a starkly different portrait of stewardship.
THE LEGENDARY newspaper columnist Walter Winchell once observed, "Nothing recedes like success." Executives at a lot of dot-coms that...
Directors Roster.(Brief Article)
January 1, 2001... In affiliation with Spencer Stuart -- a quarterly record of new director appointments
OUR INTRO to the Directors Roster in the Fall 2000 edition focused on when newly elected board members should begin contributing to board deliberations....
Kenneth L. Lay.
January 1, 2001... Bridging the Old and New Economies, Enron's chairman adds his energy to the board of i2 Technologies.
ONLY TWO WEEKS before his Inauguration Day George W. Bush met with leaders of mostly Blue Chip, high-technology companies to discuss ways...
William H. Gray III.
January 1, 2001... Dell Computer adds an all-in-one powerhouse -- a church minister, former Congressman, seasoned director, and educational leader -- to its board.
IT'S A TYPICAL Sunday morning at Bright Hope Baptist Church in Philadelphia. A choir of...
The Directors Roster.(Illustration)(Statistical Data Included)(Directory)
January 1, 2001... 3COM CORP.
5400 Bayfront Plaza Santa Clara, CA 95052
has added to its board:
Gary T. DiCamillo
Chairman and CEO
POLAROID CORP.
784 Memorial Drive Cambridge, MA 02139
Bio Notes: In present position since joining...
Ready, fire (the CEO), aim.(chief executives leaving companies as economic downturn takes toll)(Statistical Data Included)
January 1, 2001... Are directors being wiser, or just more active? Is Wall Street calling the shots?
THE ANALYSTS ARE NEGATIVE, sales are down, profits are eroding, and the stock is falling ("going south" is not a favorable analogy, even more so since the...