Directors & Boards articles from January 2003

Directors & Boards archives from January 2003

S-O what? (Letter from the Chairman).(Sarbanes-Oxley)(Column)
January 1, 2003... OVER THE PAST YEAR, directors have endured lengthy presentations detailing the Sarbanes-Oxley Act (S-O) as well as new stock exchange rules and SEC requirements. These new standards should help to assure better corporate governance. However,...

Broader shoulders. (Editor's Note).(Editorial)
January 1, 2003... AS I WRITE THIS NOTE, turbulence is roiling the market for D&O insurance. Pricing is escalating and coverage is tightening--when it is even available. Insurers are adjusting to reflect the post-Sarbanes-Oxley era, as is every player in the...

Fasten your seat belts: S-O overshoots the mark. So guess who is in for a bumpy night? (Quiddities).(Sarbanes-Oxley Act)(Column)
January 1, 2003... SARBANES-OXLEY and associated regulations (S-O), new NYSE rules, Conference Board recommendations, etc., are now reality. Few would deny that the American corporate boardroom landscape has experienced an historical inflection point. In...

Does Sarbanes-Oxley gore your coverage? Ensuring that your D&O policy rises to the challenge of the post-Enron legislation. (D&O Insurance Update).(directors and officers)
January 1, 2003... WHEN D&O INSURANCE policies come up for renewal, many corporations simply renew them without negotiating any significant improvements. Today, this practice can, under certain circumstances, constitute malpractice on the part of those making or...

Integrity: needed more than ever; despite yesterday's barbarians and today's looters, trust remains the coin of the realm. (Some Things Considered).
January 1, 2003... ABOUT 15 YEARS AGO, F. Ross Johnson, then CEO of RJR Nabisco, looked out from the cover of a national newsmagazine beneath the legend, "Corporate Greed." The dramatic story of his self-serving but unsuccessful effort to take this company...

The QLCC: a chance to get things right; boards should assess the safeguard features of having a qualified legal compliance committee. (Legal Brief).
January 1, 2003... This is the second in a series of articles examining the Sarbanes-Oxley Act's impact on boards. In the previous article [Fall 2002], we described how the Act has increased the responsibilities of board audit committees. In this article, we...

A roadmap for director pay: GE leads again; stung by scandal, companies should now be aiming for a better balance in board compensation. (Pay and Performance).
January 1, 2003... GENERAL ELECTRIC Co. has done it again. It set the benchmark for management performance in the 1990s. Now it's setting the standard for director pay: 60% of its directors' compensation will come in stock units that pay out only when the...

How rude! Just what is good corporate governance? It's simply good manners. (Guest Column).
January 1, 2003... WITH THE MESSES produced at Enron, WorldCom, Global Crossing, and far too many other companies, we are learning about some very arrogant, greedy, and downright rude people. Sadly, these rude individuals--the corporate executives, directors,...

Do Business with People You Can Trust. (Director Library).(Book Review)
January 1, 2003... By Laura J. Rittenhouse Published by andBEYOND Communications Inc., New York, 142 pages, $22.95 THAT "a man is as good as his word" is a truism that underlies Laura Rittenhouse's clearly written and succinct guide to finding a...

It's not just what you do, it's the way that you do it: exercising oversight in the sanctity of the boardroom and proving that you have done it are two different things. In order to restore trust, boards have to prove it. (Board Leadership).
January 1, 2003... THE BOARD OF DIRECTORS was created to be a vehicle for leadership in public companies. In the current debate about corporate governance, that fact has gone relatively unnoticed. There should be no question that leadership is our role as...

The greatest governance need: the restoration of trust requires a renewal of ethical standards in corporate America. Directors need to be out in front on this--doing what is right, not just what is legal or possible. (Ethics and Accountability).
January 1, 2003... IN A SPEECH LAST YEAR to the graduating class at St. Anseim's College in New Hampshire, Dennis Kozlowski, then-CEO of Tyco International, said: "You will be confronted with questions every day that test your morals. Think carefully, and for...

The case for the inside director: in the quest for a properly balanced board, don't heedlessly dismiss insiders--they offer attributes essential for governing complex global companies. (Board Composition).
January 1, 2003... WHEN YOU HAVE a headache, you may take aspirin. But do you take the whole bottle? You don't unless you want to make an unpleasant situation much worse. So why rush to take the whole bottle when it comes to a headache plaguing corporate America...

Signs of poor governance: how does one tell if a particular company's governance health is really much poorer than it appears? If the directors and officers recognize these warning signs. (Board Process).
January 1, 2003... THE RULES that define good governance are complicated, and getting more so. They are based on court decisions, federal and state statutes and regulations, stock exchange rules, blue-ribbon committee recommendations, accounting industry...

Preparing for your next annual meeting: time is of the essence. A concerted and well-thought-out campaign to assure high voter response and a comfortable winning margin is essential. (Annual Meetings).
January 1, 2003... STARTING IN 2003, annual meetings of shareholders will attract extraordinary attention n from institutional investors, shareholder advocacy groups, regulators, the financial news media, and others. Advance preparation and planning will be...

Compensation committees that work: effective meeting practices allow compensation committee members to feel that they have done their jobs well. Here are 12 such best practices. (Compensation Committees).
January 1, 2003... HAS THIS EVER HAPPENED on your compensation committee? The committee met, and management presented a significant proposal. You and other committee members asked good questions, management seemed to have good answers and the committee approved...

A new look at CEO retirement benefits. (Executive Compensation).
January 1, 2003... In a post-reformist world, severance packages and other termination provisions are facing increased scrutiny. As boards evaluate how best to transition the CEO into retirement, here is some guidance on structuring the retirement package. ...

Boards: get to know your IRO. (Investor Relations).
January 1, 2003... What do you do when there is a myriad of ratings services eager to evaluate your company's governance, and the Street is poised to punish those who come up short in the rankings? You make the investor relations officer a vital resource for the...

The leading of leaders in the boardroom. (Board Communication).
January 1, 2003... Leading leaders requires competencies that are uncommon among most managers and directors. Fortunately, there is a proven process for greatly enhancing the quality of board conversations and decision making. A NEW VICE CHAIRMAN calls over...

2002 Article Index.
January 1, 2003... Annual Reports The New Work of the Annual Report -- Is the annual report still a vital tool for investor communications? Yes, but it needs some attention. By Leslie Segal. Spring 2002 Audit Committee Test Your Financial Literacy...

Portrait of boards on the cusp of historic change. (Spencer Stuart: Governance Letter).
January 1, 2003... A more targeted approach to selecting directors...increased pay for audit committee service...a wave of director retirements...these are just some of the brewing trends documented in the latest Spencer Stuart Board Index. IT HAS BEEN a...

The Directors Roster.(Brief Article)(Directory)
January 1, 2003... 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...

Directors Roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments. (Spencer Stuart/Directors & Boards Directors Roster).
January 1, 2003... HAS THE POST-Enron/WorldCom/Tyco era scared directors even more straight? You bet it has. A new landscape of tougher government regulation and stricter proposals adopted by the major exchanges have executives thinking more carefully about their...

Spencer Stuart/Directors & Boards Directors Roster.(Directory)
January 1, 2003... 1-800-FLOWERS.COM Westbury, NY has added to its board: John J. Conefry Jr. Vice Chairman ASTORIA FINANCIAL CORP. Lake Success, NY Leonard J. Elmore President and CEO TEST UNIVERSITY INC. New York,...

Showdown for the top job: Co-chief executive arrangements are a prescription for conflict and indecision. (Endnote).
January 1, 2003... David Rockefeller retired as chairman of the Chase Manhattan Bank in 1981 after 35 years of service with the organization. In this article he recounts a leadership crisis faced earlier in his career when, as the bank's vice chairman, he and the...