Directors & Boards articles from January 1 2009

Directors & Boards archives from January 1 2009

Job one is jobs won.(LETTER FROM THE CHAIRMAN)
January 1, 2009... WHILE NO CEO enjoys wielding the ax, many are getting good at it. Last year 2.5 million Americans lost their jobs, and this year a few million more will. On the precipice of a '30s-like Depression, CEOs in conjunction with their boards of...

A new era of responsibility.(EDITOR'S NOTE)
January 1, 2009... I'M WRITING THIS on the day after the inauguration of Barack Obama as the nation's new President. If the title of this column looks familiar, I'm unabashedly borrowing a main theme of the President's political governance because it applies as...

Ecclesiastes on deals: from generation to generation: buyer's remorse.(QUIDDITIES)
January 1, 2009... MY COLUMN "The Strange Nature of 'Fiduciary Outs' " (Fall 1999) analyzed some of the marked asymmetries of mergers and acquisitions contract law. True, it is basic that directors cannot contract away their fiduciary duties. But non-enforcement...

'You start to ponder': when startling thoughts hit the board, winners and losers hang in the balance.(SUTTON'S LAWS)
January 1, 2009... LET'S MOVE HEADQUARTERS out of the United States," I told the other directors. "It's the patriotic thing to do." Those strange comments made more sense after I explained. The business is an optical instrument company in the Los Angeles...

Invitation to mischief by minority shareholders: a recent court case in Pennsylvania goes too far in assessing a controlling shareholder's duty.(LEGAL BRIEF)
January 1, 2009... ALL DIRECTORS and officers know their two principal fiduciary duties of care and loyalty. While these duties have been crystallized through generations of case law and commentary, the legal landscape is murkier for the controlling shareholder,...

Elephant in the room: why are we afraid to talk about managing claim costs?(RISK MATTERS)
January 1, 2009... THE U.S. STOCK MARKET has just suffered through one of its worst years in history--one that will put more companies at risk for securities class action litigation. In fact, a trend toward more litigation was already taking shape in the first...

Electing directors: the votes do matter: even marginally fewer votes for a director are associated with substantial future decisions made by that board.
January 1, 2009... CHANGES TO THE WAY that directors are elected have been hotly debated by the New York Stock Exchange, the SEC, and activist organizations. Over the past five years, the SEC has considered various proposals giving shareholders more access to the...

Attract outstanding board candidates: here are the steps you can take to become a 'board of choice'.(COMPETITIVE EDGE)
January 1, 2009... IT IS BECOMING increasingly difficult for boards to attract outstanding board candidates. Candidates are reluctant to consider opportunities because of the increased time demands of board membership as well as the increased time demands of the...

Change the dialogue with management: this is what directors need to do to head off embarrassing strategic errors.(AT YOUR BEST)
January 1, 2009... IF THE BLAME GAME goes as it usually does, criticism about the mistakes that led to the current recession and to poor performance at so many companies won't stop with the CEO. Aspersions will be tossed at boards, too. To see how this might...

Diamond in the rough: surviving a 'downdraft': the descent following the bursting of the tech bubble was horrifying. From this near-death experience, there are lots of lessons to be learned in management resilience and mounting a comeback.(LEADERSHIP)
January 1, 2009... THE U.S. ECONOMY was finally confirmed in December 2008 to be in a recession. It is probably going to be deeper and longer than we'd like it to be. Executive management of many, if not most, companies in every sector of the economy will be...

'We can take this hill:' CEO-talk in hard times: how corporate leaders can use communications to rebound during an economic downturn.(COMMUNICATIONS)
January 1, 2009... IN GOOD ECONOMIC TIMES, when a company's earnings and stock price are on the rise, a board may not think it is terribly important that the CEO be able to perform well behind a lectern, in front of cameras and microphones, or at a hearing table....

Board calls--weekly is the new quarterly: new market realities require that directors and boards respond to greater expectations. Here is a simple and impactful step boards can take today that will provide greater value to their companies.(BOARD PRACTICES)
January 1, 2009... GEORGE CARLIN could have built a great routine from today's business world. You can just hear him:"... a maelstrom of malaises... this market meltdown leading to a frozen pond of capital... we face strong headwinds stopping the engines of...

Powerful tactics to power up your board: yes, you can create a more open, fluid and engaged board. Why settle for less?
January 1, 2009... IT IS ONE THING to state something simple--and quite another thing to achieve it. Famed Prussian military strategist Carl von Clausewitz, for one, has recognized this phenomenon: "Everything in strategy is very simple, but that does not mean...

The first 48 hours: no board missteps: avoiding catastrophe in the early stages of an internal investigation.(LIABILITY AND LITIGATION)
January 1, 2009... CORPORATE INTERNAL investigations, brought to the forefront of crisis responses in the post-Enron, WorldCom, and Sarbanes-Oxley era, seem to have exploded in the wake of the stock option backdating scandals, the resurgence of the Foreign...

The secret sauce in board leadership: successful boards achieve potency through the 'chemistry' of combining the right elements in the right way at the right time.(BOARD LEADERSHIP)
January 1, 2009... AS A NATION, WE HAVE EMBARKED this year on a collective journey filled with uncertainty about the future. This past fall, amidst global economic crisis, America chose between two very different leaders. The outcome, now clear, will shape...

When boards are in a 'bet the company' trial: there are two keys to success that every director should know.(LIABILITY AND LITIGATION)
January 1, 2009... YOUR COMPANY is a defendant in a lawsuit involving billions of dollars in alleged damages. Trial is fast approaching. General counsel, senior management, and the board are facing momentous decisions. The company is preparing for trial while at...

Book it: best bets for board reading: from a roundup of new books, leadership insights on acting with boldness, making the right investments, finding happiness, being an effective speaker, and supporting women on the board.(LEADERSHIP)
January 1, 2009... Bold commitment and personal magic From Enough: True Measures of Money, Business, and Life by John C. Bogle. Copyright 2009 by the author. Published by John Wiley & Sons Inc. (www.wiley.com/business). IN MY DAY, I've met many...

A bad grade prompts a change in direction.(LEADERSHIP)(Brief article)
January 1, 2009... From How to Castrate a Bull by Dave Hitz with Pat Walsh. Copyright 2009 by Dave Hitz. Published by Jossey-Bass, a Wiley imprint (www.josseybass.com). ARISTOTLE SAID that the secret to happiness is to find what you do well and do it....

It's all about making the right investments.(LEADERSHIP)
January 1, 2009... From You Can't Order Change by Peter S. Cohan. Copyright 2008 by the author. Published by Portfolio, a member of Penguin Group (USA) Inc. (www.penguin.com). JIM MCNERNEY is a leader who gets results by motivating others. According to...

Speechmakers: make the podium disappear.(LEADERSHIP)
January 1, 2009... From Say It Like Obama by Shel Leanne. Copyright 2009 by the author. Published by McGraw-Hill (www.mhprofessional.com). WHEN FULLY HARNESSING the power of speaking with purpose and vision, outstanding orators can win hearts and minds,...

Best practices to support women directors.(LEADERSHIP)
January 1, 2009... From Answering the Call by Lynn Shapiro Snyder and Robert D. Reif. Copyright 2007 and published by Women Business Leaders of the U.S. Health Care Industry Foundation (www.womenleadingheaIthcare.org). IN A GENDER-DIVERSE BOARDROOM, men can...

Directors Roster: a quarterly record of new director appointments.(DIRECTORS & BOARDS' DIRECTORS ROSTER)
January 1, 2009... 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.
January 1, 2009... 3Com Corp. ABM Industries Inc. Acorda Therapeutics Inc. ADC Telecommunications Inc. Aetna Inc. Airgas Inc. Akamai Technologies Inc. Alcoa Inc. Alkermes Inc. Allied Capital Corp. Allis-Chalmers Inc....

Director index.
January 1, 2009... Joel Ackerman, Kindred Healthcare Inc. Munir Akram, Allis-Chalmers Inc. Robert Allardice III, Hartford Financial Mark Andreessen, eBay Inc. David Anstice, Alkermes Inc. Dan Bane, ABM Industries Inc. Jeffrey Benjamin,...

Slow down the gravy train: some form of special leadership is called for as those at the top of the pyramid continue to pull away from the rest of the American people.(ENDNOTE)
January 1, 2009... Ed. Note: It is not common to get a senior corporate leader to critique top executive compensation--especially to boldly admit that CEOs are overpaid. George M. Keller did so in DIRECTORS & BOARDS in an article he authored in 1994. By then he...

The risk intelligent board: viewing the world through risk-colored glasses.
January 1, 2009... Recently, a colleague told us two offbeat and seemingly unrelated stories: He said he just had his septic system repaired. Out in the yard, inspecting the work in progress, his contractor pointed to the walls of the freshly excavated pit....

The buck stops ... where?
January 1, 2009... Boards are under pressure--regulatory, legal, fiduciary, stakeholder--to oversee the risk management activities of the company. But many board members are unsure how to approach their risk-related responsibilities. They are uncertain about...

The risk intelligent board.
January 1, 2009... What is the most important function of the board? Many board members and board watchers would contend it is overseeing the development of corporate strategy. Indeed, no other activity--except possibly the selection of the chief...

Can we talk?(Brief article)
January 1, 2009... One way the board can get involved is quite simple--talk it up. Merely putting risk on the agenda for discussion starts a process that will spur creative thinking and generate illuminating discourse. Whether the initial conversation takes place...

Actions for the risk intelligent board.
January 1, 2009... Here are several additional steps you and your board can take along the path to Risk Intelligence: 1. Broaden your view of risk. Don't limit your deliberations to fraud prevention, inventory protection, IT security and the like. These are...