Directors & Boards articles from January 2004

Directors & Boards archives from January 2004

Feeling unloved?(Letter from the Chairman)
January 1, 2004... AFTER A LONG and grueling board meeting, which in today's heightened governance environment is not uncommon, the chairman/CEO on whose board I serve asked me whether boards were becoming, in his words, "intrusive and invasive." He added almost...

'Another day in which to excel'.(conference on business performance management)(Editorial)
January 1, 2004... 'A new world... a time of opportunity... the opportunity to create an environment for business to flourish...." This clarion call for directors for 2004 rang forth from a recent meeting in Philadelphia (where other clarion calls of...

'High noon' at the Magic Kingdom: 'do not forsake me, oh my darlin"--lessons from Gary and Grace.(Quiddities)
January 1, 2004... STORMING the Magic Kingdom: Wall Street, the Raiders, and the Battle for Disney, a 1987 book by John Taylor, tells the story of the moves and countermoves made in the 1984 struggle for control of the Walt Disney Co. Among the significant...

Good faith? Good luck! Two recent court decisions look to be embracing a new judicial device for finding liability.(Legal Brief)
January 1, 2004... COURTS HAVE NOT always clearly articulated a director's fiduciary duty to act in good faith--sometimes discussing it in the context of whether a director has met his or her duty of loyalty or care, while at others interpreting it as an...

The Rodney Dangerfield of D & O policies: excess D & O insurance policies get no respect. Here's why they should.(D & O Insurance Update)(directors' and officers' insurance)
January 1, 2004... IN TODAY's hard insurance market, few D & O insurers will provide more than $20 million in coverage to one company. To get more, a company must purchase one or more excess policies to supplement its primary policy. Companies rarely give their...

Identity theft: threat to corporate reputation; Companies that are aggressive in protecting their customers will enjoy enhanced brand awareness.(Competitive Edge)
January 1, 2004... THE U.S. HOUSE of Representatives recently passed a bill that gives consumers new weapons to fight identity theft--including access to free credit reports and tools to prevent thieves from opening accounts in their names. It's not hard to...

The 'indispensable tool' of shareholder suits: private securities litigation is as important as ever as a remedy for failed governance.(Guest Column)
January 1, 2004... BOARDS OF DIRECTORS are not fulfilling their role as the shareholders' representatives--the check on the power and abuses of management--in the corporate governance scheme. First, even "independent" directors are often not truly...

Thin on Top.(Director Library)(Book Review)
January 1, 2004... Thin on Top By Bob Garratt Published by Nicholas Brealey Publishing, London, 246 pages, $27.00 [ILLUSTRATION OMITTED] WHILE The Economist (Oct. 11, 2003) may claim that executive pay has become the leading issue of corporate...

Putting Investors First.(Director Library)(Book Review)
January 1, 2004... Putting Investors First By Scott C. Newquist with Max B. Russell Published by Bloomberg Press, Princeton, N.J., 205 pages, $39.95 [ILLUSTRATION OMITTED] THE WORDS "corporate governance" in a book's title or subtitle evoke the...

A CEO looks at the director's role: the CEO should not try to be board members' best friend ... and other key principles of CEO-board relations.(Board Dynamics)(Cover Story)
January 1, 2004... WHAT IS THE ROLE of a board of directors? Obviously, it must represent the interests of the shareholders. But how to do that well in a modern, complex corporation? How to balance appropriate oversight with meddling? How to get the most out of a...

How leading a role for the lead director? In this time of ferment in governance practices, there are two strong cases to be made: that one individual should serve as both chairman and CEO; and that, under such an arrangement, the board must designate a 'lead' or 'presiding' director.(Lead Director)
January 1, 2004... WINSTON CHURCHILL remarked that one can always count on the Americans to do the right thing... after they have tried everything else! The pressure to do something has mounted with each new revelation in the disastrous series of governance...

In splitting leadership, look at CEO ownership: is it fair to ask executives with significant ownership to turn over the strategic oversight of their companies to an outside chairman?(Organizational Leadership)(Commission on Public Trust and Private Enterprise)
January 1, 2004... AS A RESULT of the scandals of 2002-03, corporate governance has become a major topic of discussion in many quarters. Regulators, legislators, think tanks, business leaders, shareholder activists, and the media have all weighed in with...

So, why be public? this is a question more and more companies have been asking. Many of the traditional advantages of being public are no longer valid, and the mounting costs all the more obvious.(Corporate Reorganization)
January 1, 2004... IT HAS BEEN over two years since the Enron scandal broke and well over a year since Congress passed its sweeping reform legislation, the Sarbanes-Oxley Act. Enough time, perhaps, to gain some perspective on a series of scandals that continue to...

Dangerous currents: here is what can prompt even ordinary people to do bad things, and what board members must watch like hawks if they want to avoid ethical catastrophe.(Ethics)
January 1, 2004... I THINK I KNOW what causes most corporate ethical disasters, and it's not what many business leaders believe. First, let's establish what doesn't prompt most ethical disasters, despite popular views. Most such disasters are not caused by...

Hiring an outside CEO: a board's best moves; The real issue isn't whether to consider an outsider--it's the need to set very different expectations for outsiders than for insiders.(Succession Planning)
January 1, 2004... IF THERE'S ANYTHING that's guaranteed to spark intense debate among a company's directors, it's the suggestion that they look outside for the next CEO. For many boards, the very idea is heretical--a confession that the CEO succession plan was...

Board tenure: how long is too long? There are benefits and risks in lengthy director tenure, but the biggest risk lies in not being strategic in your board talent management.(Board Guidelines)
January 1, 2004... FOR YEARS, there has been debate about publicly elected officials' tenure and whether term limits ought to be enforced to prevent their becoming too entrenched and too distant from the people they were meant to represent. Now this type of...

Protecting 'You, Inc.': introducing the personal general counsel--an attorney whose primary responsibilities lie in protecting and representing the interests of the individual executive or director.(Liability)(related article: Wealth Transfer: What Smart Families Do)
January 1, 2004... ABRIEF SCAN of today's headlines confirms the obvious: For high-net-worth executives and directors, the legal landscape has never been more threatening. The Sarbanes-Oxley Act and other new corporate governance laws and rulings mean that even...

Be 'best of breed' in governance disclosure: there is great ambiguity in Sarbanes-Oxley not only about what information pertinent to your governance should be distributed but also about where and how to distribute it.(Investor Relations)(related article: Your Web site: Investor-friendly Best Practices)
January 1, 2004... IF INQUIRIES FROM our clients are any measure, the recently enacted Sarbanes-Oxley bill (S-O) has certainly put the cat among the corporate pigeons. Much of S-O tells companies what they should do but is silent on just what information should...

Boards and auditors face forbidden zones: now that many traditional ways of doing business with an auditor are either flatly prohibited or questionable, prudence dictates the adoption of new policies when engaging an auditor for tax services.(Audit Committee)(auditor independence)
January 1, 2004... AMONG THE MANY and broad effects of the Sarbanes Oxley Act of 2002 (S-O) are significant changes in the interaction between public companies and their outside auditors. If a company mishandles its relationship with its auditor, the company or...

SSBI: audit committees are leading the change; The latest Spencer Stuart Board Index captures a compelling snapshot of the post-Sarbanes-Oxley shifts under way in governance.(Spencer Stuart: Governance Letter)(Spencer Stuart Board Index)(related article: Balance Compliance and Needs When Building Your Board)
January 1, 2004... THE 2003 SPENCER STUART Board Index (SSBI) study of corporate governance in S & P 500 companies details how the Sarbanes-Oxley law is transforming boardrooms and corporate governance. Audit committee service and pay are dramatically changing....

Directors roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.(Spencer Stuart / Directors & Boards Directors Roster)
January 1, 2004... 3COM CORP. Marlborough, MA has added to its board: David Wajsgras Senior Vice President and CFO LEAR CORP. Southfield, MI Bio Notes: In present position since 2002. Joined Lear in 1999. From 1997-1999 served as...

Company index.(Directors Roster)(Directory)
January 1, 2004... 3Com Corp. Accenture Ltd. Adobe Systems Inc. Advo Inc. AFLAC Inc. Altera Corp. Ameren Corp. Autodesk Inc. Avaya Inc. Baxter International Inc. Beazer Homes USA Inc. Blount International Inc....

The directors roster.(Directors Roster)(Directory)
January 1, 2004... 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 billiondollar...

Directors index.(Spencer Stuart / Directors & Boards Directors Roster)(Directory)
January 1, 2004... Ammerman, Douglas K., CKE Restaurants Inc. Anthony, Michael F., Hartmarx Corp. Armstrong, C. Michael, HCA Inc. Balkcom, John E., Imco Recycling Inc. Bane, Daniel T., Ryland Group Inc. Barr, John, UST Inc. Bayne, Katie...

'Directors are the front lines of capitalism': be proud--not defensive--about the job you are doing.(Endnote)
January 1, 2004... I HAVE BEEN A DIRECTOR of close to 30 public companies and have learned a lot. Some of these were great companies with so-called weak boards and some, ironically, were weak companies with so-called strong boards. I don't believe you can measure...