Directors & Boards articles from January 2005

Directors & Boards archives from January 2005

Executive sessions and CEO anxiety.(LETTER FROM THE CHAIRMAN)
January 1, 2005... 'IF THEY'RE DONE in five minutes, I know I'm okay. After 15 minutes, I get concerned; after 30 minutes, I get anxious; and after 45 minutes, I get really nervous." With this time frame, a chairman and CEO expressed to me his varying levels of...

The next step.(EDITOR'S NOTE)
January 1, 2005... HERE'S A PIECE of personal career strategic planning that I picked up somewhere along the way: "Remember, there is always a next step." There is such wisdom in those seven simple words that I make a point to pass along this advice to the...

Stranger than fiction: governance doings that approach the fantastical.(QUIDDITIES)(Column)
January 1, 2005... IN JUNIOR HIGH SCHOOL English class, we were at one point required to write about "an unforgettable character." Creating a fictional character, I figured, would be way too hard (and way too much work). Why not just write about an actual kid...

Good directors ignore the stock price: it's too distracting, and it's not what really matters anyway.(SUTTON'S LAWS)(Column)
January 1, 2005... HE'S AN ICON. The Ultimate Director. You know his name. In one of those random encounters that should never happen, he and I ended up sitting next to each other at a banquet. We shook hands. Heads turned. He sat and the rest of the room...

Learning a thing or two from Rodney Dangerfield: why you should get a second opinion on your D & O insurance policy.(D & O INSURANCE UPDATE)(Directors and Officers)
January 1, 2005... IN THE Winter 2004 column titled "The Rodney Dangerfield of D & O Policies," the advice conveyed was that excess D & O insurance policies "don't get no respect," borrowing Dangerfield's signature line. Dangerfield died a few months later at...

Has a dangerous shoe just dropped? What the 'Emerging Communications' case may mean for board members with specialized knowledge.(LEGAL BRIEF)
January 1, 2005... IN 2003, THE SEC adopted regulations, mandated by Sarbanes-Oxley, to require that a public company's audit committee--and therefore the board--include at least one director who is an "audit committee financial expert." This requirement has been...

The new big thing for the era ahead: think 'collaboration'--universally underutilized, but with enormous potential to drive competitive advantage.(COMPETITIVE EDGE)(importance of innovation)(Column)
January 1, 2005... WORKING IN a leading technology company, I have come to understand the importance of innovation: It can transform business, create new markets, and drive economic growth. In today's uncertain economic climate, however, innovation has become...

The Board Member's Playbook.(DIRECTOR LIBRARY)(Book Review)
January 1, 2005... The Board Member's Playbook By Miriam Carver and Bill Charney Published by Jossey-Bass, San Francisco, 282 pages, $38.00 MANY BOARD MEMBERS come to their roles with little preparation for the unique and complex challenges they will...

Pay without Performance.(book)(Book Review)
January 1, 2005... Pay without Performance By Lucian Bebchuk and Jesse Fried Published by Harvard University Press, Cambridge, Mass., 278 pages, $24.95 PAY WITHOUT PERFORMANCE, subtitled The Unfulfilled Promise of Executive Compensation, is a...

The board's broader role in strategy: with more risks out there than ever imagined, and risks that have bigger impact than they had in the past, greater board involvement in strategy may be the best hope for staving off a disaster.(STRATEGY)(Cover Story)
January 1, 2005... ONE OF THE PERENNIAL governance questions of the last decade has been, "What is the board's role in strategy?" Ten years ago in a governance seminar I was running at Wharton, Irving Shapiro, then recently retired as chairman of DuPont, said...

The 'very public' public company director: in this new era of transparency and accountability, a board will benefit by adding image management of the board itself to its sphere of concerns and capabilities.(COMMUNICATIONS)
January 1, 2005... REMEMBER THE majestic connotations once associated with the very word "boardroom"? It conjured images of football-field conference tables, leather chairs and ornate wainscoting, a private place for quiet, confidential, collegial meetings among...

Announcing a new board member: companies should treat the appointment of a new director as an opportunity to convey a strategic message to the market.(COMMUNICATIONS)
January 1, 2005... GIVEN THE ongoing, increasing focus on corporate governance, new director appointments are important news. Often, companies communicate this news directly to shareholders and other stakeholders--employees, customers, the media--going beyond...

A Director's Guide to Corporate Aviation: by evaluating the multiple program offerings, boards can easily justify the use of business aircraft, both strategically and to shareholders.(REPORT ON CORPORATE AVIATION)
January 1, 2005... IN THE POST-SEPTEMBER 11 WORLD, commercial airline travel has become a hardship for many business travelers (and for everyone else as well). Long lines, invasive security checks, reduced schedules, curtailed in-flight services, packed aircraft,...

A personal action plan for the chief executive: it's a good bet that CEO evaluations will prove to be a passing fad if directors don't use them properly. A better way is possible.(CEO DEVELOPMENT AND EVALUATION)(chief executive officers)
January 1, 2005... CEO EVALUATIONS are becoming standard at boards in corporate America, but there's no evidence that the tool is living up to its potential usefulness. In particular, when it comes to a new CEO, the evaluation can be easily abused as just another...

In readiness for an internal investigation: boards should be prepared to undertake complex and wide-ranging internal investigations. Develop a plan now to deal with the inevitable.(CRISIS MANAGEMENT)
January 1, 2005... IN TODAY'S REGULATORY CLIMATE, board members are increasingly being held accountable for monitoring company operations and acting decisively in response to alleged improprieties. One of the tools for discharging this duty is the corporate...

A changing landscape for CIC protections: change-in-control compensation elements considered appropriate a few years ago may now generate criticism. Make sure your CIC arrangements operate the way you intend.(EXECUTIVE COMPENSATION)(change-in-control)
January 1, 2005... IN THE ONGOING DEBATE over what constitutes reasonable executive compensation, equity and accounting issues have grabbed the spotlight. A third issue--executive change-in-control (CIC) protection--is equally deserving of board attention,...

Director pay: the 'why' behind the 'what'; Establishing principles to address specific pay program amounts and components will help the board to ensure that decisions regarding director pay are made thoughtfully, holistically, and accurately.(DIRECTOR COMPENSATION)
January 1, 2005... AS WE EXIT an era of shallow confidence and enter one of cautious optimism, shareholders will be looking to the stewards of America's corporations--its directors--to help guide the way. In order to bestow such a high level of expectation upon...

Research to do before joining a board: while no amount of due diligence can avoid every problem, the more you do, the better you are likely to feel about your ultimate decision.(DIRECTOR RECRUITMENT)
January 1, 2005... SERVING ON A board of directors today means investing more time and effort in the board's affairs than ever before. A recent National Association of Corporate Directors survey found that directors spent an average of 185 hours a year on board...

The must-have record: board meeting minutes; It is more imperative than ever that what happens behind the closed doors of board meetings be preserved to answer any claim of irregularity.(BOARD PRACTICES)
January 1, 2005... HARDLY A DAY passes without news of allegations of corporate mismanagement leveled by a government agency, an aggressive plaintiff's lawyer, or an internal watchdog unit within a large company. Directors and officers find themselves...

Directors: protect your personal assets; The more personal assets you have, the greater your financial risk. What you can do to protect against creditors.(LIABILITY AND LITIGATION)
January 1, 2005... THE TERM "board of directors" has traditionally called to mind a certain honor, prestige, and status. Today, however, we're just as likely to associate the term with pressure, exposure, and risk. Board service since the passage of the Public...

SSBI: key trends drive board composition; The latest Spencer Stuart Board Index reveals some dramatic changes in board composition in the wake of regulatory reform and the adoption of new best practices in governance.(SPENCER STUART GOVERNANCE LETTER)(Spencer Stuart Board Index)
January 1, 2005... MORE THAN TWO YEARS since the corporate governance reform movement achieved a milestone with the passage of the Sarbanes-Oxley Act, governance regulations continue to be debated, celebrated, and cursed. Are boards more effective,...

Directors Roster: a quarterly record of new director appointments sponsored by Spencer Stuart.
January 1, 2005... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is compiled from public and private sources by the editorial staff of DIRECTORS & BOARDS, and is sponsored by Spencer Stuart. Please forward your...

Company index.(Directors Roster)(Directory)
January 1, 2005... Abbott Laboratories ACE Cash Express Inc. Advanced Micro Devices Inc. Air Products AirTran Holdings Inc. American Biltrite AmerisourceBergen Corp. Anteon International Corp. Applied Micro Circuits Corp. ...

Directors index.(DIRECTORS ROSTER)
January 1, 2005... Auerbach, Alexander, Overhill Farms Barton, Glen, Valmont Industries Inc. Berg, Barrie P., EMAK Worldwide Inc. Bienen, Henry S., Bear Stearns Companies Inc. Bingle, Michael, Gartner Inc. Bishop, Tom, Witness Systems ...

Call me a SOX skeptic: when it comes to regulating corporate governance, the 'magic of the marketplace' will work just fine, thank you.(ENDNOTE)(Sarbanes-Oxley)(Column)
January 1, 2005... WE ARE IN THE MIDST of an unusually rapid expansion of federal involvement in corporate governance. As a long-term corporate director, I feel impelled to report a personal attitude that departs considerably from the views that we economists...