Directors & Boards articles from June 2005

Directors & Boards archives from June 2005

'You work for us'.(letter from the chairman)
June 22, 2005... 'FOR WHOM do you work?" asked the chair of a compensation committee on which I serve. He directed his question to the consultant who was kicking off a presentation on the CEO's SERP arrangement. Seemingly puzzled by the question, the...

Teeing yourself up for a board seat.(EDITOR'S NOTE)(Editorial)
June 22, 2005... IF THERE IS one question that I have gotten asked more than any other in my time as editor of DIRECTORS & BOARDS, it's this: "How does one go about getting on a board?" Very accomplished individuals have directed this query to me. My stock...

Stanley & Roy: still trying to tame Disney; The latest act in their long-running governance show bears watching.(QUIDDITIES)
June 22, 2005... WHAT IS SOLELY WITHIN the purview of the board and therefore not an appropriate matter for stockholders? What is solely within the purview of operating management and therefore not an appropriate matter for directors? Not too long ago...

At GM, directors drive into a ditch: it's not a pretty sight, and the board bears a big responsibility for reckless handling.(General Motors Corporation)
June 22, 2005... LET'S SENTENCE everybody who served on GM's board since 1970 to prison terms of four months and 10 days. There is precedent. Remember Jimmy Hoffa? There was a guy who understood the beauty of stealing retirement money. His thefts went...

Look into fiduciary liability insurance: this policy fills in a big gap left by D & O insurance.(directors and officers)
June 22, 2005... AS A DIRECTOR or officer, you may be a fiduciary of your company's retirement and other employee benefit plans, even if you have not been designated a "named fiduciary." With the status of fiduciary comes potential personal liability to plan...

Independence and the private company board: adopting Sarbanes-like rules on director independence would impair the smooth functioning of the business.(LEGAL BRIEF)
June 22, 2005... ONE GREAT ADVANTAGE of the modern corporation is that it allows the separation of the owners, who supply needed investment capital, from the managers, who oversee the daily operations of the business. This ownership structure, which has its...

Win the competition to recruit top directors: begin the search process early, and follow these recommended suggestions.
June 22, 2005... IN TODAY's corporate environment with its stringent governance requirements, director candidates who meet independence and professional capacity criteria are hard to find. Competition for qualified individuals is fierce. Professionals who...

1984: takeovers hit the radar screen; The early days of hostile M & A set off alarms in boardrooms and on Capitol Hill.(FROM THE ARCHIVES)
June 22, 2005... Ed. Note: The year was 1984. Rep. Peter W. Rodino Jr., who had distinguished himself a decade earlier as chairman of the House Judiciary Committee's Watergate impeachment hearings, was now fired up about the rash of hostile takeovers roiling...

Never Eat Alone.(Never Eat Alone : And Other Secrets to Success, One Relationship at a Time)(Book Review)
June 22, 2005... Never Eat Alone By Keith Ferrazzi with Tahl Raz Published by Currency Books (Doubleday), New York, 309 pages, $24.95 A FEW MONTHS AGO I was talking with a friend who has served as a director of many firms throughout his lengthy...

The virtue of quiet leadership: you can be a remarkably persuasive leader without being a dashing figure or a thundering orator.
June 22, 2005... As a young man of 22, John C. Whitehead led a landing party at Normandy on D-Day. As a man about to turn 80, he agreed to lead the rebuilding effort at the site of 9/11 as chairman of the Lower Manhattan Development Corp. In between these two...

How to get on a board.(director recruiting)
June 22, 2005... Sometimes the advice is contradictory, but more often the following experts are in sync with their tips and tactics: Be smart, be successful, be seen, be self-aware, and be of sound ethics. And it doesn't hurt to ask. The compete guide to being...

Seismic shift in board composition: new opportunities for board service are opening up for next-generation leaders.(spencer stuart governance letter)
June 22, 2005... FIVE YEARS AGO, at least half of the directors of a typical corporate board were active CEOs. Highly valued for their general management experience, big-picture view, and knowledge of current business challenges, sitting CEOs were the...

Tell me again: what do you want to do? What a counselor to senior executives advises a client who is considering joining a board.(DIRECTOR RECRUITING)
June 22, 2005... HOW DO I RESPOND when a client asks about corporate board membership? In years past, joining a board was a high honor. Lately, the seemingly endless headlines trumpeting governmental investigations into corporate malfeasance have lent an...

A much deeper pool of potential recruits: ignore the alarms about scarcity of talent. The number of qualified board candidates is actually a lot larger than commonly claimed.(director recruiting)
June 22, 2005... THE FOLLOWING COMMENTS have been drawn from thousands similarly voiced since the governance crisis rocked corporate America in 2002: * "There is a crisis looming in boardrooms from coast to coast, one that invokes the simple economic...

How 'rising stars' become boardworthy: in addition to their skill sets, there are certain intangible qualities that prospective board members must have.(director recruiting)
June 22, 2005... IRONICALLY, as the demand grows for CEOs to join corporate boards, fewer can afford the time because of the increasing pressures of leading complex global businesses. Although most companies still want C-level candidates, the current shortage...

Male, pale and stale: too many corporate boards persist in denying seats to women and minorities.(board composition)
June 22, 2005... IN 1963, IN THE SHADOW of the Lincoln Memorial in Washington, D.C., a young man gave one of history's most famous speeches. The man spoke for an entire race of people who, since their arrival on these shores more than 200 years earlier, had...

Board decision making on executive protection: considerations for directors in ensuring that the company has a properly designed, managed, and funded executive protection program.(EXECUTIVE SECURITY)
June 22, 2005... THE PRESIDENT of the international subsidiary of a major oil company is abducted by kidnappers who demand an $18.5 million ransom. The corporation agrees to pay, but before it does so the kidnappers are arrested--and the executive is found...

Director's Guide to Compliance Software: what lessons can boards learn from first attestation, and its aftermath?(report on compliance software)
June 22, 2005... A YEAR AGO, when we published our first Director's Guide to Compliance Software, many companies were running at full speed to prepare for the first attestation mandated by Sarbanes-Oxley 404. Many used interim software tools provided by audit...

Directors Roster: a quarterly record of new director appointments sponsored by Spencer Stuart.(Directory)
June 22, 2005... 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 Spencer Stuart. Please forward your...

Company index.(directors roaster)(Directory)
June 22, 2005... Adeza Biomedical Corp. Alexander & Baldwin Inc. American Ecology Corp. American International Group Inc. America's Car-Mart Inc. Amis Holdings Inc. Anteon International Corp. Apac Customer Services Inc. ...

Director index.(DIRECTORS ROSTER)(Directory)
June 22, 2005... Altobello, Dan, MediaBay Inc. Andreotti, Cindy K., Apac Customer Services Inc. Anton, John J., CNF Inc. Archibald, Nolan D., Huntsman Corp. Barlett, James E., Covansys Corp. Bassi, Peter A., Blockbuster Inc. Becker,...

So much for independence: a first-time director finds himself far from the realm of board best practices.(endnote)
June 22, 2005... THE SARBANES-OXLEY ACT (SOX) and the New York Stock Exchange's corporate governance rules have established new standards for board membership and board composition. Basically, independent directors are the order of the day. Among other things,...

Corporate governance: point of view.(trends of internal auditing )
June 22, 2005... The recent focus on corporate governance offers internal audit the opportunity to become a more active and strategic team player. It is internal audit's time to be proactive and recognized. Management and boards of directors are looking for...