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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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Binary decision.(Chief executives's remuneration)
March 22, 2001... IN 1999, as the long-running bull market continued to race forward, CEOs of the largest companies took home on average more than $10 million, and some took home much more. Chief executives justified these payments by pointing out that,...
A rich blend.
March 22, 2001... THE FEDERALIST SOCIETY every year puts on an excellent corporate governance conference, which I have been pleased to participate in. The Washington, D.C.-based organization brings together attorneys, judges, and business leaders interested in...
The good, the bad... and the ugly.
March 22, 2001... Dividing shareholders into 'good' long-termers and 'bad' short-termers is invidious.
SOME CLEAVE SHAREHOLDERS into two categories: long-term holders (also known as "loyal" and "patient") and short-term traders (aka "speculators out for a...
A brighter presence.(corporate directors )
March 22, 2001... When to speak and how much to say are perennially relevant matters, especially for new board members.
IT MAY BE DIFFICULT to imagine, but there was a time when corporate directors were to be seen and not heard William A. Dimma, one of...
How to get your due from your D&O insurer.(Directors' and officers' liability insurance)
March 22, 2001... Contesting coverage limitations asserted by your insurer may require some skillful and tenacious footwork.
YOU NEED WORLD-CLASS stamina, tenacity, technical proficiency and oxygen canisters to reach the breathtaking 20,028-foot summit of...
Deputizing directors: The last act?
March 22, 2001... The SEC'S rule revisions on auditor independence suggest additional prudent safeguards be put in place.
IN NOVEMBER 1998, then-SEC Chairman Arthur Levitt called for the strengthening of the audit committee process as part of his now...
Governance concepts worth emulating.
March 22, 2001... Borrowed from the nonprofit sphere, these practices can heighten for-profit board performance as well.
IF YOU ARE a director of a trade or professional association, urge that your organization's governance emulates those enterprises that...
What should be in the boardbook.
March 22, 2001... The primary shortcoming of the typical board book is the lack of external information.
ONE OF A COMPANY'S critical responsibilities is to involve its board of directors in the management decision-making process. The most valuable...
Audit Committee Briefing.
March 22, 2001... REGULATORS AND professional organizations such as the National Association of Corporate Directors have recently devoted considerable efforts to improve audit committee performance. As a result, audit committees are now expected to take on a...
Memos to the President: Management Advice from the Nation's Top CEOs.
March 22, 2001... IN THEORY, this book could not be more timely. For the first time, our government is led by an MBA, presiding over a cabinet populated by former corporate CEOs. It's the perfect time to ask the question: Can CEOs of major companies offer...
Chief Executive Compensation: A Guide for Nonprofit Boards.
March 22, 2001... DIRECTORS, take heed! In this publication, the National Center for Nonprofit Boards (NCNB) issues a wakeup call for all of us who serve on boards of nonprofit organizations. "Recognize your role," the NCNB seems to say. "Ignore fiduciary...
The CEO as captain of industry: A dying breed?
March 22, 2001... From mythic powerhouse to media-driven personality, the model of the CEO is undergoing a modern-day transformation. Here are the forces reconfiguring the influence of the CEO, and the implications for boards, shareholders, and the business...
Governance reforms: Boon ... or bafflegab?
March 22, 2001... Worthy of credit -- and adoption -- are only those governance proposals that have some inherently defensible logic, which many do not.
MOST CORPORATE governance reforms fail to solve governance problems, and some exacerbate them....
Stock options and optimal overhang.
March 22, 2001... Here are the key factors for boards to consider when instituting compensation policies that affect overhang.
AS THE STOCK MARKET continues to roller coaster -- and economic forecasts from experts vary -- business practices and policies will...
Compensation: Some guiding principles.
March 22, 2001... How to craft a sensibly designed and well-implemented executive pay program.
IN JUNE OF 1960, I joined the salary administration department of 3M Co. (it was then called Minnesota Mining and Manufacturing). This was my first position in...
Roadblocks to the embrace of EVA.(economic value added)
March 22, 2001... Only an enthusiastic CEO, determined to impose EVA, can overcome an uncongenial corporate culture and other hazards that would subvert the program's implementation
WHAT MOTIVATED that CEO to announce his retirement a year in advance?...
The downside of a corporate VC fund.(Statistical Data Included)
March 22, 2001... Otherwise sagacious chief executives saw nothing but riches when they formed in-house venture capital funds with unprecedented amounts of money. When all is said and done, most corporations will rue that move.
THE SIREN SONG of venture...
The high stakes of IP management.(intellectual property)
March 22, 2001... Board leadership is becoming more involved in the intellectual property area because the consequences of IP mismanagement can be devastating to a business.
BOARD MEMBERS have always been called upon to offer a broader perspective of the...
A personal look at the board with John Bryan.(chairman of Sara Lee Corp.)(Interview)
March 22, 2001... At the 2000 Chicago Spencer Stuart Directors' College, John Bryan, chairman of Sara Lee Corp., and Jim Drury, vice chairman, Americas, of Spencer Stuart, discussed their experiences with boards and how those experiences have changed over time....
Directors Roster.(promotions, hirings)(Interview)
March 22, 2001... In affiliation with Spencer Stuart -- a quarterly record of new director appointments
IN MULLING OVER an enticing board invitation, directors are likely to find no lack of information about the companies eagerly recruiting them. While...
Arthur Martinez.(Sears chairman)(Interview)
March 22, 2001... The former Sears chairman trades in a full time career in retailing to bring his merchandising and strategizing skills to the boardroom.
WHEN Arthur Martinez turned 61 years old in September 2000, the Sears, Roebuck & Co. chairman and CEO...
Patricia Barron.(director at Ultralife Batteries)(Interview)
March 22, 2001... From a passion to be a dancer to a passion for business, this longtime Xerox executive did several career pirouettes on her way to the boardroom.
FLASHBACK: Mid-1960s. A young lithe body lunges across the room, arms and legs in full...
The Directors Roster.(executives, chief executive officers)
March 22, 2001... The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar...
Warren Buffett on `the supreme irony'.(Brief Article)
March 22, 2001... How perplexing indeed is the board's oversight of substandard CEO performance.
Ed. Note: The following observations by Warren Buffett were first shared with his Berkshire Hathaway investors in 1988, and subsequently included in The Essays...