Directors & Boards articles from June 2008

Directors & Boards archives from June 2008

Year in review II.(EDITOR'S NOTE)
June 22, 2008... WELCOME to the second annual "Governance Year in Review" special edition of DIRECTORS &BOARDS. We added this fifth issue in our quarterly publication schedule to deliver even greater value to our readers. We present to you an archival record of...

The Aspen Principles: a better way forward: a critical mass of 'strange bedfellows' came to market in 2007 with a plan to reverse the destructive pull of short-termism.(SHAREHOLDER VALUE)
June 22, 2008... IF WE HAVE ANY DOUBT about the prevalence--and cost--of "short-termism" in U.S. capital markets, the current economic fallout ought to offer useful data. The subprime crisis, when the final losses are tallied, is being projected by some at $500...

Next steps? Be careful what you wish for: in the name of advancing shareholder rights, let's not harm shareholder interests.(SHAREHOLDER RIGHTS)
June 22, 2008... IN 2004, AS HEAD OF the corporate governance program at TIAA-CREF, I wrote in its Policy Statement on Corporate Governance the following: "Good corporate governance should maintain the appropriate balance between the rights of shareholders--the...

What the proxies tally: a rising tide of activism: the voting both last year and this year shows a stiffening resolve by shareholders to press boards on several fronts, including executive pay, corporate performance, board representation, and investor confidence.(PROXY REPORT)
June 22, 2008... THE 2007 AND 2008 PROXY SEASONS have been characterized by a rising tide of shareholder activism, spurred on both by a concerted effort to require boards to dialogue with shareholders on executive compensation issues and by the increasing...

'Say on pay' is not a 'slippery slope': an advisory vote on executive compensation makes sense for both companies and shareholders. Here are 10 reasons why.(EXECUTIVE COMPENSATION)(Interview)
June 22, 2008... SHOULD SHAREHOLDERS HAVE THE RIGHT to an advisory vote on executive compensation? What would be the consequences? These questions have become the defining issue of the 2008 proxy season in the U.S. The predominant tone of the public discourse...

SEC report card 2007; The commission tackled proxy access, Sarbanes-Oxley refinements, terrorism ties, securities markets globalization, and other business and financial-reporting developments. How did it measure up?(REGULATORY OVERSIGHT)
June 22, 2008... LAST YEAR WE GRADED the SEC's performance in 2006, and came out with a harsh critique. This year, we are more optimistic, although it is a cautious optimism. We note two trends driving the SEC. The first is its continued move to clarify and...

Mission of the CAQ: enhance audit quality; Investors view auditors as allies, but expect them to find fraud. We're hearing that and lots more in our 'listening tour' on how to improve financial reporting.(FINANCIAL OVERSIGHT)
June 22, 2008... PROTECTING THE INTEGRITY of the capital markets is critical to our nation's economic well-being. Public company auditors have a central role in that effort, and the profession has taken its responsibilities to heart, in part through the...

Corporate governance litigation: 2007 review: report from Delaware: a spotlight on several court rulings that moved the governance needle.(LIABILITY AND LITIGATION)
June 22, 2008... THE HARSH CONSEQUENCES of being a faithless fiduciary were evident in 2007, when increased efforts by the Securities and Exchange Commission and U.S. Attorneys' Offices resulted in a wave of indictments, convictions, and guilty pleas. In May...

A tale of two fairness opinions; Last year brought us FINRA Rule 2290--a wake-up call for dealmaking directors.(MERGERS AND ACQUISITIONS)(Financial Industry Regulatory Authority )
June 22, 2008... WHEN IT COMES TO FAIRNESS OPINIONS provided to corporate board members in connection with major corporate transactions, new FINRA Rule 2290 will undoubtedly usher in a new paradigm. The new rule, which went into effect just this past December,...

On the front lines of executive pay: revisiting the top comp stories of 2007 suggests some next-stage steps for crafting pay programs that meet board, shareholder, and regulator requirements.(EXECUTIVE COMPENSATION)
June 22, 2008... LAST YEAR BROUGHT some remarkable stories to the executive compensation forefront--from huge CEO severance payouts to equally huge paybacks and to shareholder activism through "say on pay." Here are our selected highlights of the top comp...

Stakeholder face-off in the Facebook age: the board challenge ahead: Be better prepared to use the Web proactively and reactively to engage with your diverse constituencies.(TECHNOLOGY)
June 22, 2008... IN TODAY'S SUSTAINABILITY-CONSCIOUS WORLD, Communication needs of stakeholders have expanded beyond traditional reporting to include regular updates on corporate sustainability performance. Most companies address these expectations by...

D&O insurance: a pressure check: as companies caught 'financial flu,' liability risk rose. A few educated guesses about what's ahead.(D&O INSURANCE)
June 22, 2008... IF YOU, AS A BOARD DIRECTOR, had been stranded on a desert island for the past year, and you were rescued today, you might not recognize the financial world to which you returned. For one thing, your chances of being hit with a directors and...

The year in governance; A month-by-month recap of the people, actions, and organizations that defined and refined board oversight in 2007.(YEAR IN REVIEW 2007)
June 22, 2008... JANUARY STARTING OFF THE YEAR with a bang, Home Depot Chairman and CEO Robert Nardelli announced his resignation on Jan. 3. He never quite recovered from a fiasco of a shareholder meeting in 2006, and was continually under fire for his...

Hiding in plain sight: how to find and develop the next generation of directors.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)
June 22, 2008... It's TOO SOON TO SAY that the CEO director is a vanishing breed but... a revolution in slow motion is certainly under way when we look around the boardroom. At companies large and small, many CEO-directors are nearing retirement or have...

Who's on board 2007; Directors Roster annual review of newly elected board members.(DIRECTORS & BOARDS' DIRECTORS ROSTER)(briefs)
June 22, 2008... THE DIRECTORS & BOARDS Directors Roster is a quarterly record of new director appointments. It is compiled from public and private sources by the editorial staff of DIRECTORS & BOARDS and is sponsored by Heidrick & Struggles. For this annual...

2007 article index; The hot issues and agenda items that Directors & Boards authors addressed last year.(2007 ARTICLE INDEX)(Company overview)
June 22, 2008... Advisory Boards How an Advisory Board Drives Innovation--With its design advisory board, Procter & Gamble offers a strong example of how to create an advisory board, how to manage it successfully, and how to apply its recommendations for...

Our man in governance: An appreciation: columnist Hoffer Kaback at the decade mark in filing provocative dispatches on board practices ... and malpractices.(ENDNOTE)
June 22, 2008... HOFFER KABACK celebrated his 10th year as lead columnist for DIRECTORS & BOARDS in 2007. That's an impressive run. Columnists are susceptible to high burnout. Writer Nora Ephron said it best: "Being a columnist is like being married to a...

"I never saw it coming".
June 22, 2008... Have you ever wondered why so many companies are unprepared for the barrage of risks they're facing these days? Or why otherwise capable leaders often get caught looking the wrong way when big opportunities come along? Threats are...

Apples and oranges?(Brief article)
June 22, 2008... This book is both a call to action and an action plan. It's about taking better control of literally thousands of governance, risk management, and compliance activities that companies struggle with every with every day. It might be...

Ouch!(Brief article)
June 22, 2008... Few companies have a good handle on the wide range of policies and processes that are intended to manage risk and compliance. That's because they approach the functions separately, tacking them on top of the business rather than embedding them...

The squeeze is on.
June 22, 2008... After collectively spending billions on compliance activities over the years, many companies are suffering from "compliance fatigue." And though it's tempting to just leave it all behind, that's probably not a good idea. In fact, many...

Making lemonade.
June 22, 2008... Every company has to invest resources in governance, risk management, and compliance - GRC for short. That's a fact of life. So why not do it in a way that creates more value and a bigger payoff? [ILLUSTRATION OMITTED] An integrated...

What's your story?(Governance, Risk and Compliance )(Brief article)
June 22, 2008... There's no shortage of reasons companies use to avoid the obvious improvement opportunities that come from integrated GRC. How many of these sound familiar to you? * This is a long-term problem in a short-term world * No one owns it...

Now that you know what you don't know.
June 22, 2008... Nine ways you can start taking action today 1. Take the long view 2. Don't delegate this one 3. Make the business case 4. Start where you are 5. Getting ahead of risk 6. Work from the top 7. Overcoming inertia...

Just ask.(Cynara scolymus)(Brief article)
June 22, 2008... Treating risk management and compliance challenges as an opportunity to contrlol costs and improve performance requires stepping back to get a good look at the overall landscape. Then it's about making choices that work for your organization's...