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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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'Tis the season.(LETTER FROM THE CHAIRMAN)
January 1, 2007... THE WEEK BEFORE Thanksgiving, my wife and I had dinner with the directors and top executives of one of my board companies. Spouses were invited, and most attended this annual holiday event. On January 31, my wife and I will attend a similar...
Need for speed.(Editorial)
January 1, 2007... WE ALL HAVE our obsessions. Mine is with time. In a recent speaking engagement, I commented that the instant I turn the light on in my office each morning, I am behind for the day. Like many of you, I have a job that is impossible for one...
What's underneath? Getting to the critical core of collegiality.(Martin Lipton)(Column)
January 1, 2007... WORTHY OF careful attention is a recent 17-page (single-spaced) governance commentary by Martin Lipton, one of the finest corporate lawyers this country has produced.
His memorandum is entitled "Some Thoughts for Boards of Directors in...
Indicators of trouble: here are a few of mine as I always seek to ascertain the tone at the top.(SUTTON'S LAWS)
January 1, 2007... GOOGLE THE PHRASE "backdated options" and try, just try, to find an article written before 2005. Tough, eh?
As a director back then, you didn't list "backdated options" among your top 10 worries, or even in the top 100. Neither did your...
5 major myths: many directors and officers have misconceptions about their D & O insurance coverage. Here are the facts.(Directors' and officers' liability insurance)
January 1, 2007... D & O INSURANCE typically is a multimillion-dollar asset intended to protect the treasury of a company and the personal assets of its directors and officers. Despite its importance, many executives have fundamental misconceptions about this...
The special committee should be special: it takes a full and proper deliberative process to address conflicts in conflict of interest transactions.(LEGAL BRIEF)
January 1, 2007... RECENTLY, we have seen renewed criticism of "going private" transactions. Whenever stockholders are bought out or a company engages in a transaction with insiders, conflicts of interest must be addressed. When such transactions are challenged,...
LBOs: questions for the board; Directors have some explaining to do about all these public companies going private.(BIG DEAL)
January 1, 2007... LEVERAGED BUYOUTS are booming again. While the improved performance of companies that have gone private commends this wave of activity, it leaves unanswered one enduring and important question: Why can't CEOs of these firms simply deliver this...
A snipe hunt: that's what directors of smaller firms are doomed to if the broker vote is eliminated.(GUEST COLUMN)
January 1, 2007... IF YOU HAVE any doubt that the interests of smaller public companies are often disregarded by the regulatory system, take a look at the proposal by the New York Stock Exchange to eliminate the use of the broker vote in director elections....
How not to open your speech: let's debunk some myths of public speaking.(AT YOUR BEST)(Column)
January 1, 2007... THERE'S A VERY GOOD REASON why so many people are afraid of public speaking; it's that the advice they typically get is so full of old wives' tales and gobbledygook, they instinctively know that it just can't be right. But they don't know what...
The Coming China Wars.(The Coming China Wars: Where They Will be Fought, How They Can be Won)(Book review)
January 1, 2007... The Coming China Wars
By Peter Navarro
Published by Financial Times Prentice Hall, Upper Saddle River, N.J., 288 pages, $25.99
PETER NAVARRO'S The Coming China Wars: Where They Will be Fought, How They Can be Won, attempts to...
Governance best practice meets corporate renewal; That was the Textron story: a venerable company on a crash course to retool for survival, armed with a strong CEO-board relationship to see it through.(ORGANIZATIONAL LEADERSHIP)
January 1, 2007... SHORTLY AFTER I assumed responsibility as CEO of Textron Inc. in 1998, it became clear that there was much to learn from the company's storied past and much to apply from my 24 years of management experience at General Motors. At first, I...
Strategy setters vs. strategy vetters: boards are not satisfied with the role they are currently playing in strategy development. Here is what they want and need to get more engaged in the process.(STRATEGY)
January 1, 2007... AFTER MORE THAN FIVE YEARS of near-complete focus on issues of governance and compliance, boards are once again turning their attention to strategy. Today's business world requires it. Competitors are more aggressive, customers are more...
When a minority investor makes sense: the role of the board in negotiating a minority investment.(CORPORATE REORGANIZATION)
January 1, 2007... There are two extremes with outside money: Either it's from a bank that has no involvement in business operations, or the cash comes from a majority investor or buyout that takes away control from the current ownership. However, there is a...
When anger breaks out in the boardroom: think twice before you do any table pounding--and then follow these 'rage' rules.(BOARD DYNAMICS)
January 1, 2007... BILLIONAIRE Kirk Kerkorian's ally Jerry York has quit the General Motors board, but not before trading angry words more commonly exchanged between street toughs than directors of one of the world's largest corporations. "Who does this guy from...
Book it: best bets for board reading; Plucked from the stack of the top business books of the prime publishing season, here are insights into the wisdom and dynamism of leadership as practiced at the highest levels.(LEADERSHIP)(The Real Deal: My Life in Business and Philanthropy)(Alpha Male Syndrome)(Riding the Blue Train)(The Definitive Drucker)(Firing Back)(The Private Equity Primer)(Fallen Giant)(Andy Grove: The Life and Times of an American)(Know-How: The 8 Skills That Separate People Who Perform from Those Who Don't)(Corporate Governance Best Practices)(The Go Point)(3-D Negotiation)(China Shakes the World)(Crafting Solutions for Troubled Businesses)(Book review)
January 1, 2007...
For this special feature, DIRECTORS & BOARDS has selected the following
portfolio of business books as worthy additions to an executive's
reading list. All excerpts are printed with permission of the
publishers.
--James Kristie
An...
A board breach of confidentiality: Hewlett-Packard? No. a case study from the nonprofit sector that has helpful lessons on taming the troublesome board member.(BOARD DYNAMICS)
January 1, 2007... TROUBLESOME BEHAVIORS of board members are tricky. No two situations are alike and each case can have layers of complexity that contribute to the overall negative effect. What may start out as short-term troubling behaviors can become chronic...
Directors demand better engagement: how TXU Corp. is making sure that its board sees the right things at the right times and in the right way.(INFORMATION FOR THE BOARD)
January 1, 2007... LONG GONE ARE THE DAYS of directors accepting a one-way conversation from management to board, poorly focused board meeting materials, unclear lines of accountability, awkward communications, and no input into the information process. Many...
Compliance risk: a top-10 hit list; This 'grandmother test' will be helpful in setting your compliance risk management agenda for 2007.(INFORMATION FOR THE BOARD)
January 1, 2007... CORPORATE BOARDS are charged with overseeing two kinds of things: anything that can kill a company (i.e., risk), and anything that can make it rich (i.e., opportunity). Unfortunately, risks are multiplying much faster than opportunities. The...
The 800-pound gorilla in the boardroom: EHS; We asked, they answered: directors are giving unprecedented attention to environmental, health and safety oversight.(ENVIRONMENTAL OVERSIGHT)
January 1, 2007... NEW ISSUES seem to be barging into the boardroom at an ever-faster pace as headlines announce another area of corporate governance that needs quick attention. The high-profile shareholder disasters (Enron, WorldCom, etc.) followed by...
A fine balance: what makes an effective lead director; With the practice of naming lead directors at an all-time high, there should be a clear understanding of the characteristics that the role requires.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)
January 1, 2007... FROM ITS INCEPTION in the 1990s, the position of lead director has offered a middle way between boards ruled by a CEO chairman and boards chaired by a non-management director. After General Motors Corp. instituted the role of lead director in...
Directors Roster: a quarterly record of new director appointments.
January 1, 2007... 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 Heidrick & Struggles. Please forward your...
Company index.(DIRECTORS ROSTER)(Brief article)(List)
January 1, 2007... Acxiom Corp.
Akamai Technologies Inc.
Alloy Inc.
Allstate Corp.
Alltel Corp.
American International Group Inc.
Ameriprise Financial Inc.
Apple Computer Inc.
Bioenvision Inc.
BlastGard International Inc....
Director index.(DIRECTORS ROSTER)(List)
January 1, 2007... Affleck-Graves, John, Express-1 Expedited Solutions Inc.
Allison, M. Jay, Tidewater Inc.
Ayers, Robert L., Watts Water Technologies Inc.
Baker, W. Dean, Semtech Corp.
Bell, Mary H., HNI Corp.
Bennett, Robert R., Sprint...
The 4 things everyone needs: you're either growing or dying--'maintaining' doesn't count.(ENDNOTE)(Wins, Losses and Lessons)(Excerpt)
January 1, 2007... Ed. Note: Lou Holtz has had one of the most storied careers as a college football coach from the 1960s into the 2000s. It's been said that few people in the history of college sports have been more influential or had a bigger impact. The...