Directors & Boards articles from March 2002

Directors & Boards archives from March 2002

Rewards of the season. (Letter From the Chairman).(CEO compensation)(Brief Article)
March 22, 2002... TIS THE SEASON. Every year at this time the executive compensation sweepstakes are announced. This year's winners, as always, are CEOs of large publicly held companies. Despite less than stellar financial performance, CEOs again took home big...

Not yet gods. (Editor's Note).(Editorial)
March 22, 2002... WHEN I SPOKE in April to the Corporate Women Directors International colloquium in Washington, D.C. (www.globewomen.com), one of the points I stressed -- in this time of governance distress -- is that directors are human beings...and, not being...

Correction.(Correction Notice)
March 22, 2002... In the Winter 2002 issue article, "Testing Your Financial Literacy," incorrect answers were given for the following two questions in the 15-question test. The mistakes were made by DIRECTORS & BOARDS and not the author, and we apologize for the...

Fraud for poets: about to sign a 10-K? Read these books first. (Quiddities).(Brief Article)
March 22, 2002... IF YOU'VE AGREED to serve as a member of the audit committee of a public corporation, you should be sophisticated about financial accounting and auditing. It is not enough for you to be a person of high character. It is not enough for you to...

Dipak C. Jain. (Director Spotlight).
March 22, 2002... While professing surprise at where life has taken him, this marketing professor's successes -- from his selection as dean of northwestern university's kellogg school to his appointment to the deere & co. board -- have been no surprise at all....

The directors roster.
March 22, 2002... 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...

A healthy 'self-cleansing': what can and should be done now to restore confidence in the system. (Endnote).
March 22, 2002... Ed. Note: John C. Whitehead retired in 1984 as co-chairman and senior partner of Goldman, Sachs & Co. Both during and subsequent to his 38-year career with the investment banking firm, he has been active in many corporate, educational, civic...

Spencer Stuart/Directors & Boards Directors Roster.
March 22, 2002... 1-800-ATTORNEY INC. 186 Attorneys.com Court Lake Helen, FL 32744 has added to its board: George R. Boltres Jr. Partner TIEDEMANN INVESTMENT GROUP 535 Madison Avenue, 37th Floor New York, NY 10022 Bio Notes: In...

An ounce of crisis prevention: corporate entities and overseers have been well served by following these prudent readiness measures. (Legal Brief).(Brief Article)
March 22, 2002... WITH ENRON and related matters swirling about, it struck us as a good time to talk a bit more about corporate crises. Without commenting on Enron or any other matter in particular, we offer some thoughts on crisis management readiness....

The one indispensable ingredient: Amidst the wreckage of our scandal-ridden institutions, ethical exemplars must emerge. (Some Things Considered).(Brief Article)
March 22, 2002... LIKE THE accounting profession, corporate governance this year suffered a big and, sad to say, well deserved hit to its reputation. As usual, simple answers are being sought. To every human problem, claimed H.L. Mencken, there is always an easy...

Make your D&O policy bankruptcy-friendly: hope for the best but plan for the unthinkable when negotiating your D&O coverage.(Brief Article)
March 22, 2002... WILL MY D&O POLICY Continue to protect me if my company seeks bankruptcy protection? Many directors and officers have thought about this question since last December when Enron Corp. filed its petition for Chapter 11 reorganization. The...

The new work of the annual report: is the annual report still vital to investor communications? Yes, but it needs some attention. (Guest Column).(Brief Article)
March 22, 2002... AS THE FRENZIED 2001 annual report season comes to a close, a new one begins. But unlike years past, this one will be different. The Enron debacle has highlighted a need to provide shareholders with simple, easy-to-understand information...

The Complete Guide to Executive Compensation. (Director Library).
March 22, 2002... By Bruce R. Ellig Published by McGraw-Hill, New York, 598 pages, $99.99 WHEN I GOT STARTED in the compensation field in 1960, a major concern was "Where do you go for answers to the multitude of questions which came up concerning the...

Takeovers: A Strategic Guide to Mergers and Acquisitions. (Director Library).
March 22, 2002... By Meredith M. Brown, Ralph C. Ferrara, Paul S. Bird and Gary W. Kubek Published by Aspen Law & Business, New York, 750 pages, $175.00 FOR MUCH OF the last decade, mergers and acquisitions activity steadily increased -- dramatically so...

Compensation Committee Handbook. (Director Library).
March 22, 2002... By James F. Reda Published by John Wiley & Sons Inc., New York, 358 pages, $60.00 JIM REDA's NEW BOOK is different than virtually all other executive compensation texts written during the last two decades in that it is written...

The job no leader should delegate: you can't spend too much time on obtaining and developing the best people. It's a job you have to love doing. (Executive Development).
March 22, 2002... WE TALK TO MANY LEADERS who fall victim to the gap between promises they've made and results their organizations delivered. They frequently tell us they have a problem with accountability -- people aren't doing the things they're supposed to do...

When you become a target of the SEC: what directors need to know about an SEC enforcement investigation and the thoughtful, immediate actions that need to be taken. (Regulatory Oversight).
March 22, 2002... NEVER BEFORE have financial reporting and accounting issues been as prominent in the public consciousness as they are now, and never before have they been as high a priority for the U.S. Securities and Exchange Commission's Division of...

Restoring faith in the audit process. (Financial Reporting).
March 22, 2002... We need to take the fear out of the relationship between the auditor and the board, the fiction out of the financial records, and the weaknesses out of the regulatory system. here is a roadmap to such reforms. TWENTY-SIX YEARS AGO I sat...

The power of simplicity. (Board Leadership).(Interview)
March 22, 2002... With 600 business units under his wing, jim farrell of illinois tool works runs one of the most decentralized companies in the world -- thus his passion for an 'open mind,' 'open communication' and 'simplification' model for its governance and...

Enhancing the board's review of executive pay. (Compensation Committee).
March 22, 2002... Compensation committee decisions are often taken in an atmosphere that is short both on time and data. Here are suggestions for reviewing committee procedures to ensure that both are in greater supply. GEORGE BUSH is president. The country...

Enron ain't the problem. (Compensation Committee).(excessive executive compensation)
March 22, 2002... I always thought corporate scams originated in Beverly Hills, like Equity Funding's creative computer inputs, but steamy Houston takes the palm. How much longer are we going to kick around Enron, Ken Lay, and Arthur Andersen for their...

Taking a measure of the 'overboarded' director: it is not difficult to imagine multiple directorships becoming an overwhelming responsibility. But pardon our skepticism in thinking that this leads to higher director absenteeism. (Board Composition).
March 22, 2002... THERE ARE NUMEROUS dimensions on which boards of directors have been criticized in recent years. Boards have been charged with being too "cozy" with firm management, compromising their independence. CEOs serving simultaneously as chairperson of...

The governance of records management: attention granted now to document retention policies and systems will serve to significantly mitigate the rising tide of costly risks. (Board Oversight).
March 22, 2002... A MAJOR INSURANCE UNDERWRITER 15 asked to pull a digital file created in 1985 to settle a multimillion-dollar claim. But because of rapid technological advancements, no hardware or software exists to allow access to the document. The insurer...

Be a good steward of your e-records.
March 22, 2002... The Enron/Andersen story is a stark reminder that managing company records requires directives for normal operations and altogether different rules when litigation, audits, or investigations strike. Intentional destruction of evidence has...

A tale of brashness and Japanese boards: how a 'freewheeling maverick' became the rare American to be elected to the board of a publicly held Japanese company. (Global Governance).(Pilot Pen)
March 22, 2002... WHEN I JOINED Pilot Pen in 1975, it was an obscure company with sales stuck at $1 million. My challenge as the new national sales manager was to break the sales stalemate and build brand recognition. One of Pilot's extra-fine point pens had...

Testing for 'risk' in your governance culture: here are the key issues for concerned directors in creating a governance culture that manages risk and compliance. (Spencer Stuart Governance Letter).
March 22, 2002... RECENT EVENTS have made it clear that an organization's passive or cursory view of corporate risk can be highly threatening to shareholders. As Warren Buffett pointed out in this year's shareholder letter in the Berkshire Hathaway annual...

To win, create a learning organization. (Spencer Stuart Governance Letter).
March 22, 2002... POPULARIZED OVER a decade ago by Peter Senge's classic book The Fifth Discipline, organizational learning has been a cornerstone of many organizations' strategies for some time now. Unfortunately, many executives have become the victim of one...

Pfizer Inc. selected for Board Excellence Award. (Spencer Stuart Governance Letter).(Brief Article)
March 22, 2002... The Wharton School of the University of Pennsylvania and Spencer Stuart jointly selected the board of directors at Pfizer Inc to receive the sixth annual Wharton/Spencer Stuart "Board Excellence" Award. Pfizer is being recognized for its...

Directors Roster: in affiliation with Spencer Stuart -- a quarterly record of new director appointments. (Spencer Stuart/Directors & Boards Directors Roster).(Brief Article)(Statistical Data Included)
March 22, 2002... INTO ONE'S 60s and certainly 70s, many senior executives seriously consider retirement or at least moderating their busy lifestyles. But you'll find in this edition's Directors Roster a 15% representation from this post-60 age group -- hardy...