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Directors & Boards articles from June 1996
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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Directors & Boards archives from June 1996
Caesar's wife. (role of corporate directors should be distinct and separate from that of a consultant)(Letter from the Chairman)(Column)
June 22, 1996... Should companies hire their directors to provide consulting services? Last year, the National Association of Corporate Directors (NACD) emphatically said "No!" The NACD report, prepared by a Blue Ribbon Commission, recommended that "Boards should...
New world order in the boardroom.
June 22, 1996... How will corporations be governed in the future? Here are the powerful forces that will drive change, and how the best boards will respond.
In life there are many occupations and activities we assume people are prepared for, with no training...
A letter to a shareholder. (political correctness in choosing a board of directors)
June 22, 1996... "Choosing a Board of Directors based on race and gender is a lousy way to run a company. Cypress will never do it."
Editor's Note: The following article is the letter that was sent earlier this year by T.J. Rodgers to one of the company's...
A letter to a CEO. (response to article by T.J. Rodgers in this issue)
June 22, 1996... Editor's Note: Here is a letter sent by Sister Doris Gormley in response to Mr. Rodgers' letter.
August 6, 1996
Mr. T.J. Rodgers President Cypress Semiconductor Inc. 3901 North First Street San Jose, CA 95134-1599
Dear Mr. Rodgers:
All...
A director as CEO successor.
June 22, 1996... Should there be, as a rule, on a board of 10 or 12 people at least one or two directors able to step in as CEO in the event of an emergency?
Asking a director to take over as chief executive has generally been regarded as an unusual, stop-gap...
The cost to the board of ousting the CEO.
June 22, 1996... The turnover rate on the board following a CEO exit can be as high as 40 percent.
As far back as Pyrrhus, king of Epirus from 319-272 BC, and his famous Pyrrhic victory over the Romans at Asculum in 279 BC, battles have often been won at great...
The best D&O coverage, revisited. (director' and officers' liability insurance)
June 22, 1996... Here are additional suggestions for enhancing your D&O policy by negotiating broader coverage and narrower exclusions.
Insurers will negotiate the terms of their directors' and officers' liability insurance (D&O) policy forms. This is...
Using directors as consultants.
June 22, 1996... Carefully consider the 'costs' of entering into such a relationship as well as the benefits. Here are some key trends and issues.
Outside director pay and perquisites are being scrutinized with increasing frequency by shareholder activists,...
The effective use of director talent.
June 22, 1996... Director consulting arrangements can certainly be allied with shareholder interests and a legitimate element in corporate governance.
In response to public criticism, a sea change is going on in how companies pay directors and the way in which...
Board members banned from consulting?!
June 22, 1996... The risk/benefit analysis depends on the director's professionalism and the situation. It requires the type of judgment that we expect a board to be able to make.
Last year, the National Association of Corporate Directors (NACD) released a...
Directors: 'the brokers of balance.'
June 22, 1996... Editor's Note: At each semiannual meeting of the Wharton/Spencer Stuart Directors' Institute, a dinner is held in which a major address on corporate governance is given by a business leader. Taking his turn at the podium for the June 1996...
SpencerStuart/Directors & Boards: directors roster.
June 22, 1996... As this edition of the Directors Roster goes to press, we learn that Jack Kemp, one of the director recruits who has graced our roster pages, was selected as Bob Dole's vice presidential running mate. What a director recruiting coup for the two...
Specific services rendered.(Endnote)(Column)
June 22, 1996... Given the usual composition of most boards of directors, a CEO will generally have readily available individuals or firms that are well qualified for special projects within the company. However, the use of directors as consultants can be...