Directors & Boards articles from June 2003

Directors & Boards archives from June 2003

Oversight to avoid an oversight.(Letter From The Chairman)
June 22, 2003... AS DIRECTORS take on responsibilities once left to management, the line between corporate oversight and operational management has become blurred. Audit committees often find themselves knee-deep in operational detail, compensation committees...

Joys aplenty.(Editor's Note)(Editorial)
June 22, 2003... IN THEIR REPORT on the overhaul underway in director compensation (see page 49), Sibson Consulting's Judy Canavan and Donald Gallo identify what they call a "potentially widening shortfall between the personal rewards of directorship and the...

Access denied! Competing board candidates on one proxy card? Let's untwist this analytical pretzel.(Quiddities)
June 22, 2003... SHOULD SHAREHOLDERS have the right to compel inclusion in the company's proxy statement of their own slate of director-candidates? I am not referring to traditional contests waged through a separate, dissident proxy statement or situations...

Why you should know about Side A insurance: consider these specialized policies when structuring your D&O insurance program.(D&O Insurance Update)
June 22, 2003... IF YOU HAVEN'T HEARD of Side A insurance policies, they probably aren't part of your company's directors' and officers' (D&O) insurance program. Perhaps they should be, because Side A policies often insure losses not indemnified by your...

Soothsayers and silver tongues: have a low tolerance for excuses--particularly the handy 'beyond anyone's control' variety.(Some Things Considered)
June 22, 2003... SINCE ANCIENT TIMES, rational people have understood the future to be unknowable. But a large segment of any population has a need to pierce this unliftable veil--giving rise to both serious efforts and vast opportunities for charlatanism. ...

COSO: the rise of the phoenix? For guidance on standards and systems of internal control, you may need to dig into a decade-old report.(Legal Brief)
June 22, 2003... ON JUNE 5, 2003, the SEC adopted yet another rule in a series that implements the Sarbanes-Oxley Act of 2002. The new rule corresponds to Section 404 of the Act, which directed the Commission to promulgate rules requiring public companies to...

There's trouble in the trenches: boards need to assess the level of trust between the rank and file and the senior officers.(Capital Assets)
June 22, 2003... IN THE MILLIONS of words written and broadcast in the last several years about fixing corporate governance and rescuing companies on the ropes, too little has been focused on the employees' role in the outcome. Getting more independent...

PR pros passed over in board representation: it's woeful that in today's trust-heavy environment these senior counselors don't occupy a director's seat.(Guest Column)
June 22, 2003... GIVEN THE current skepticism about the way business is being conducted, the need for transparency is more important than ever before. Independent directors are more likely to encourage such openness. The mere act of appointing additional...

Chairman of the Board: a Practical Guide.(Book Review)
June 22, 2003... By Brian Lechem Published by John Wiley & Sons Inc., New York, 216 pages, $39.95 As WE KNOW, in today's corporate environment, the board of directors is rapidly evolving and in some cases transforming itself as legislative and SEC mandates...

Corporate Boards That Create Value.(Book Review)
June 22, 2003... By John Carver with Caroline Oliver Published by Jossey-Bass, San Francisco, 201 pages, $27.95 ALPHONSO THE LEARNED, the oft-quoted 13th century Spanish king, once said, Had I been present at the creation I would have given some useful...

The Productive Narcissist.(Book Review)
June 22, 2003... By Michael Maccoby Published by Broadway Books, New York, 299 pages, $26.95 MICHAEL MACCOBY'S new book, The Productive Narcissist: The Promise and Perils of Visionary Leadership, makes a bold argument: Narcissism isn't all bad. Not only is...

'The functions of a corporate director': an address before the Harvard Business School Club of Cleveland, May 31, 1949.(Role Of The Board)
June 22, 2003... Editor's Note: Sidney J. Weinberg (1891-1969) was present at the creation of modern-day corporate governance. When he became chairman of Goldman, Sachs & Co. in 1930 (having joined the firm in 1907), he would witness within a few short years...

Memorandum: regarding the responsibility of directors and an outline of the program suggested as the basis of cooperation between officers and directors of a corporation.(Role Of The Board)
June 22, 2003... RECENTLY THERE WAS handed down an opinion by Justice Black of the Supreme Court of State of New York emphasizing very strongly the responsibility of directors to corporations for all matters in connection with the management of their affairs....

Ground rules for great board meetings: what's involved in conducting a board meeting that meets everyone's expectations and moves the company forward? Let's open the venture capitalists' playbook to see what governance rules they favor to get results.(Board Meetings)(Panel Discussion)
June 22, 2003... RECENT CORPORATE SCANDALS have prompted executives at companies both large and small to reassess the effectiveness of their companies' boards. Many have concluded that their board relationships and processes for conducting board meetings could...

VC and philanthropy: a vital joining forces: some institutions want to make money while others want to help society. Both goals can be achieved through philanthropic venture capital firms (PVCs), an innovative way for investors and philanthropists to achieve financial and humanitarian aims.(Venture Capital)
June 22, 2003... VENTURE CAPITAL--the investment of "sweat equity" and money to invent or discover something that enhances the well-being of individuals and society--is virtually as old as civilization itself, although it didn't evolve into an industry until...

Paradigm lost: the imperial CEO: if a board wants to effectively oversee a CEO, what should be done? Here is one set of recommended steps.(Board/CEO Relationship)
June 22, 2003... WHAT FOLLOWS may be considered Corporation Organization 101, which is familiar to everyone who has attended a major business school in the past 20 years, but which has not made its way yet into the public consciousness, via either the media or...

Where to turn for legal advice? Both inside and outside corporate counsel play an important role in advising the board of directors.(Legal Counsel For The Board)
June 22, 2003... OVER THE LAST TWO YEARS, corporate governance has become front-page news. Following some spectacular failures by corporate boards to oversee properly the senior officers of public companies, the oversight role of corporate directors has been...

When conflicts arise: tales of an angry board.(Legal Counsel For The Board)
June 22, 2003... WHILE OVER the past two years we have been closely reexamining how the outside auditor, the CFO, and the audit committee perform their roles in support of the board, another board resource requires evaluation. What can the board expect from...

Director pay: overhaul in progress: a 'premium' for board leadership: changes in board governance--in terms of time, effort, role, and responsibility--are beginning to be matched by changes in board compensation.(Director Compensation)
June 22, 2003... UNTIL THIS YEAR, director compensation practices tended to be generic. Differentiation in pay levels was historically driven by company size and industry rather than individual director contribution. A new factor is now influencing board...

Financial reporting: the abuse-prone areas: a refresher on those elements of financial reports that are most vulnerable to impropriety, along with suggestions for avoiding deception.(Financial Disclosure)
June 22, 2003... CONCERNS HAVE BEEN VOICED that the new regulations in the Sarbanes-Oxley legislation, as well as the new listing requirements of the various stock exchanges, may expose audit committee members to differential and higher levels of liability...

State of the D&O insurance market: rising rates ... scaled-back coverage ... risk-sharing mandates. What you need to know to navigate in the turbulent marketplace for director and officer protection.(D&O Insurance)(directors and officers liability)(related articles: The Cost to Be Protected, Other Coverage Restrictions)
June 22, 2003... DIRECTORS AND OFFICERS feel increasing pressures as their job responsibilities appear to be expanded by regulatory and legislative action. At the same time, directors and officers continue to be concerned about their protection from personal...

Directors' etiquette in a changing boardroom: the dynamic in the boardroom--and outside of it--may be somewhat different than in the past, but the core issues of what constitutes good governance and a high-performing board are unchanged.(Spencer Stuart * Governance Letter)
June 22, 2003... IN THE POST-ENRON, post-Sarbanes-Oxley era, boards are under more pressure than ever to be independent from management and to possess consummate financial expertise. While there is no shortage of information about the new regulations and the...

Get yourself 'carried to the top'.(Spencer Stuart * Governance Letter)
June 22, 2003... AT FIRST BLUSH, career success seems to hinge upon personal performance and outperforming others around you. That s what many people believe is the route to get promoted. Most see climbing the corporate ladder as a treacherous journey--the...

Directors roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.(Spencer Stuart/Directors & Boards Directors Roster)
June 22, 2003... IN ITS 2002 analysis of S&P 500 company proxies, recruiting firm Spencer Stuart reports that the most in-demand outside directors were active chairmen, presidents, and CEOs, who represented 41% of executives recruited to boards last year....

Put the customer back in the boardroom: directors: be diligent about monitoring the health of your company's No. 1 asset.(Endnote)
June 22, 2003... ANY CEO KNOWS that customers are the source of all cash flow. But how much time does your board of directors spend on discussing the well-being of this most important asset? Judging from the agendas of most public company board meetings, the...

PriceWaterhouseCoopers.(sponsors of Directors' College)(Brief Article)
June 22, 2003... A new era of corporate reform demands that boards of directors reassess their existing practices. With some of the largest corporate failures in American history having put the spotlight on today's boardrooms, there is no doubt that the public...

Leaders confront new era in corporate governance during inaugural session of directors' college.(Executive Summary)
June 22, 2003... Directors of public companies, once largely shielded from public view, must now operate in a spotlight created by corporate scandals and sweeping new legislation and rule making. Board members are required by law to take on significantly more...

Keynote speakers.(Directors' College)
June 22, 2003... Bringing together the talents of many notable and distinguished governance leaders, the 2002 Directors' College provided a rare opportunity to learn why some directors succeed and others fail in their positions. Five e highly regarded...

Panel sessions: in addition to Keynote speakers, the 2002 Directors' College offered distinguished panels that discussed a range of current issues in corporate governance. Much of the focus of the panels was on the new Sarbanes-Oxley Act and supporting rules.(Brief Article)(Panel Discussion)
June 22, 2003... Panel: Current Issues in Governance Fallout From Sarbanes-Oxley Act High on List of Directors' Concerns Clearly the string of corporate scandals and the rush by Congress to pass the Sarbanes-Oxley Act were foremost in the minds of the...

Roundtables.(Brief Article)
June 22, 2003... Directors participated in small, interactive roundtable sessions, facilitated by expert leaders, on four of their top responsibilities--Assessing Strategy, Effective Risk Management, Rationalizing Executive Compensation, and Measuring Company...

Summary.(Directors' College governance program)(Brief Article)
June 22, 2003... Restoring investor confidence in these difficult times is paramount, and directors must lead the way by implementing high standards of corporate governance. The Directors' College was designed to allow directors of large, public companies to...