Directors & Boards articles from January 2006

Directors & Boards archives from January 2006

Self-renewal.(LETTER FROM THE CHAIRMAN)
January 1, 2006... JOHN W. GARDNER died three years ago, but his wisdom lives on through his books. His On Leadership is the centerpiece of general management courses at many top business schools. This classic is rightfully held in high esteem, though I find...

Attitude adjustment.(EDITOR'S NOTE)
January 1, 2006... WHEN I FIRST GOT INTO the business world in the 1970s, it seemed as if companies were proud of the number of people they employed. In their letter to shareholders in the annual report, chairmen would routinely cite the size of the company's...

A majority of one: high heat on a front-burner issue.(QUIDDITIES)
January 1, 2006... ITEM: In a Harvard Law School class years ago taught by Louis Loss, the "dean" of securities regulation, a student challenged the basis on which a corporation could exclude a shareholder proposal from its proxy statement. Loss asked him to...

When to fold 'em: there are times when the best thing a director can do is stay out of the way ... or take a hike.(SUTTON'S LAWS)
January 1, 2006... TOO MANY DIRECTORS stay too long. I'm into a second three-year term on a public board, and will not stand for re-election. While Ernst & Young and the SEC say I'm an outsider, I disagree. After six years, I feel like an insider, regardless...

Is Googlephrenia curable?(SUTTON'S LAWS)(Brief Article)
January 1, 2006... Ed. Note: In conjunction with the publication of his new book, Corporate Canaries, Gary Sutton launched a blog commenting on business developments (http://blog.coughingcanaries.com). This is from a recent blog entry. "Do no evil," Google...

Use caution in changing D & O insurance carriers: why changing carriers could cost you a lot of money in the long run.(D & O INSURANCE UPDATE)
January 1, 2006... ONE REASON companies change D & O insurance carriers is to save money. A lower premium is a worthy goal. But even if the terms offered by a competing carrier are identical, this switch can create a gap in coverage. In particular, a company...

'Deepening insolvency' adds to board challenges: a growing risk area for directors of troubled companies is the developing theory of deepening insolvency.(LEGAL BRIEF)
January 1, 2006... AS READERS OF THIS journal know, directors are obligated to serve in good faith and with due care and loyalty. In doing so, in most instances they are protected by the business judgment rule, which provides a strong presumption that the...

The sound of silence in corporate reporting: the demand signal for human capital information is getting stronger--as it should.(GUEST COLUMN)
January 1, 2006... ANNUAL REPORTING season is soon to be upon us, and once again something is likely to be missing: a discussion of how 36% of corporate revenues are being used. That's the average reportedly spent on human capital each year for salaries,...

A good board's big difference: this is the test of whether your board is functioning well.(FROM THE ARCHIVES)
January 1, 2006... Ed. Note: For most of its years Hewlett-Packard Co. has been highly regarded for its enduring culture of management and innovation. That cultural strength also included its governance. Lewis E. Platt, H-P's leader during the 1990s, died in...

The Perfect Board.(Book Review)
January 1, 2006... The Perfect Board By Calvin K. Clemons Published by Synergy Books, Austin, Texas, 112 pages, $17.95 LIKE MOST READERS, I was intrigued by the title. The Perfect Board, after all, should be a best seller across the corporate America...

Tale of a title: the rise of the CEO; The title of chief executive officer is of relatively recent vintage in the annals of corporate history. A timeline of the transition from founders to presidents to CEOs.(GOVERNANCE HISTORY)
January 1, 2006... THE TITLE OF chief executive officer, or CEO, is now so prominent that it has been adopted across organizations of all kinds, surpassing the more straightforward and imperial-sounding "president," which had been used to identify the head of...

What does it take to be a CEO? A lot: all the things you need to look for in your next CEO--or, if you are already sitting in the corner office or think you're clearly on your way there, what you need to keep in 'the front of your brain.'.(CEO DEVELOPMENT AND EVALUATION)
January 1, 2006... THE CEO ISN'T THE be-all and end-all of a company. Far from it! But just as the principal sets the tone in the school, the minister sets the tone in the church, and the captain sets the tone on the ship, the CEO sets the tone in the company....

The four key beliefs of successful leaders: the challenge for boards is that these underlying beliefs can inhibit CEOs from making needed changes in their behavior.(CEO DEVELOPMENT AND EVALUATION)
January 1, 2006... WHILE MOST OF US can easily see the need to change the behavior of others, we often have great difficulty in changing ourselves. As we become more successful, it seems even harder to change. As Charles Handy has pointed out, the "paradox of...

Why retired CEOs can be a board's MVPs; They have four essential qualities, grounded in a fearless sensibility: 'I'm old, I'm rich, and they can't mess with me.'.(BOARD COMPOSITION)
January 1, 2006... WHEN FORMER Secretary of the Treasury Paul O'Neill was asked if he feared any recriminations for being an outspoken a critic of the Bush Administration, he reportedly replied: "I'm old and I'm rich... What can they do to me?" Like it or...

What it now means to 'direct': being a director in an era of reform doesn't mean micromanaging. It means taking the high ground--and forging a closer partnership with the institutional investor community.(DUTIES OF DIRECTORS)
January 1, 2006... WHILE WE MAY NOT always care to admit it, directors and institutional shareholders are natural allies. We both rely on honest numbers and explanations. We both want to be sure that management doesn't go off half-cocked on initiatives that...

Executive committees: the stealth board body; They typically operate without the laser focus given to the audit, compensation, or governance committees. And their place in the governance structure varies widely.(BOARD PRACTICES)
January 1, 2006... UNDER THE GUIDELINES established by the listing exchanges (NYSE, Nasdaq) and those mandated by the Sarbanes-Oxley Act (SOX), standing committees of boards of directors must meet certain requirements. The audit, compensation, governance, and...

Director's guide: report on interim management; Given today's increased demands on directors and the challenge of finding the right CEO, it's not surprising that boards are turning to interim executive management.(REPORT ON INTERIM MANAGEMENT)
January 1, 2006... WHAT ARE THE KEYS to making the interim management option a successful solution to a leadership challenge? What about the pros and cons of hiring a single individual versus a firm specializing in crisis management? And just what is it that...

Director as deponent: a survival guide; Here are the keys to a successful and (relatively) stress-free deposition.(LIABILITY AND LITIGATION)
January 1, 2006... NO ONE ENJOYS BEING DEPOSED. For directors, it can be a particularly unpleasant experience. When a company comes under fire, whether in the context of a private lawsuit or a regulatory investigation, its directors may find their actions subject...

A partnership approach to executive compensation: five steps for improving the dynamics between management and the compensation committee in today's governance environment.(COMPENSATION COMMITTEE)
January 1, 2006... THE NEW GOVERNANCE ENVIRONMENT has changed the dynamics between management and compensation committee members. Not surprisingly, it is taking a while for the issues to be sorted out. At times, the dynamics can feel threatening: It is not...

Board trends for 2006: it's back to the future; After digesting Sarbanes-Oxley, boards prepare to resume their strategic role.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)(Interview)
January 1, 2006... As we enter a new year and a new quarter, it's the time to ask what issues of corporate governance boards and directors can expect to face in the coming year. Ted Dysart, who leads Heidrick & Struggles' Board Practice for the Americas,...

Directors Roster: a quarterly record of new director appointments sponsored by Heidrick & Struggles.
January 1, 2006... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is complied from public and private sources by the editorial staff of DIRECTORS & BOARDS, and is sponsored by Heidrick & Struggles. Please forward your...

Company index.(DIRECTORS ROSTER)(Directory)
January 1, 2006... 4Kids Entertainment Inc. AGCO Corp. American Healthways Inc. American International Group American Retirement Corp. American Science and Engineering Inc. Ameriprise Financial AMN Healthcare Services Inc. ...

Director index.(DIRECTORS ROSTER)
January 1, 2006... Anderson, Byron, Daktronics Inc. Bagby, Robert, Nash Finch Co. Baker, Lanny, Knot Inc. Bernard, Ronald, Atari Inc. Bernstock, Robert, Pantry Inc. Boswell, Gina, Applebee's International Inc. Bowles, Erskine, Morgan...

The invention of management: Peter Drucker on tracking the emergence of 'industrial man.'.(ENDNOTE)(Interview)
January 1, 2006... Ed. Note: Peter Drucker, the renowned management thinker of the last century, died on Nov. 11, 2005, at the age of 95. The following is an excerpt from a DIRECTORS & BOARDS interview with Drucker in which he traced the rise of the modern-day...

The Lockton report on Shareholder Securities Litigation Affecting Directors & Officers Liability Insurance Claims.
January 1, 2006... August 2005 PURPOSE The goal of this study is to provide our clients with meaningful and useful quantitative data on directors and officers liability losses through examination of shareholder class action securities claims...