Directors & Boards articles from March 2003

Directors & Boards archives from March 2003

'Comping' the CEO. (Letter from the Chairman).(executive compensation)
March 22, 2003... FOR TWO DECADES many chief executives have gotten a free ride. When the stock market was high, they received compensation in the stratosphere. When the market returned to earth, their pay remained aloft, thanks to compensation committees...

No 'perfect play'. (Editor's Note).(corporate governance)
March 22, 2003... PAST DIRECTORS & BOARDS author Michael Useem, a professor at the Wharton School of the University of Pennsylvania, was kind enough to invite me to contribute an essay to the Wharton Leadership Digest online newsletter...

Burn that C.D.! when you weigh the pros and cons of director certification, you see how convoluted the issue becomes. (Quiddities).
March 22, 2003... SHOULD "accreditation," "chartering," or "certification" of corporate directors be encouraged? Should it be required? Yes: Some people serving on boards are not competent to exercise that responsibility. As a means of setting a minimum bar...

Overcoming prospective directors' D&O concerns: In today's legal climate, consider commissioning a D&O 'report card' when recruiting directors. (D&O Insurance Update).(directors and officers insurance)
March 22, 2003... HOW DOES A prospective candidate determine if a corporation's directors' and officers insurance is adequate? One way is for the prospective director to ask the CEO who is trying to recruit him or her. The problem with this approach is that...

Leggo my ego: don't let pride or arrogance hold you back from learning how to be a better director. (Some Things Considered).
March 22, 2003... A STUTE OBSERVERS of corporate governance look askance at the annual rankings of the best and worst boards of directors -- if for no other reason than that they are so ludicrous. The board of Enron, for example, was famously ranked among the...

Life on top of the ladder: boards of directors, and not just attorneys, need to prepare for the SEC's new reporting regime. (Legal Brief).
March 22, 2003... UNDER THE NEW standards of professional conduct ,a corporate attorney who discovers "evidence of a material violation" must report that evidence to the company's chief legal officer. If the company does not respond appropriately to the report,...

Risky but rewarding: globalizing the board; homogeneous boards are an outdated model in a world still so full of differences. (Global Governance).
March 22, 2003... BUSINESS IS going global, and so are boards -- or at least they should be if they are to maximize their effectiveness. Regardless of a company's size, product line, management structure, or even its headquarters' location, boards that are...

The hidden dangers of governance reform; among the perils: compulsive conservatism, and a corrosive dissolution of trust at the senior levels of management. (Guest Column).
March 22, 2003... CORPORATE AMERICA is hurting, and governance reform is the cure du jour. That would be fine, if we were all ingesting reform in measured doses targeted at specific ailments. But we're not. Instead, we're inoculating one business after...

Pigs at the Trough. (Director Library).(Book Review)
March 22, 2003... By Arianna Huffington Published by Crown Publishers, New York, 275 pages, $22.00 PIG? No, NO, this book is not about you. Well, it's probably not about you. The book is about people you and I know personally and others who have...

Felix Rohatyn: taking the measure of today's boards; investment banker, corporate director, municipal savior, United States Ambassador... Felix Rohatyn has counseled the powerful and provided powerful counsel for 40-plus years and counting. (Interview).(Interview)
March 22, 2003... INTERVIEW BY HOFFER KABACK FELIX G. ROHATYN was appointed by President Clinton in 1996 to be U.S. Ambassador to France, a sought-after and prestigious post. Yet only those ignorant of the past 40 years of American corporate finance history...

A self-correcting course for governance. (Board Leadership).
March 22, 2003... Directors, fix your boards. Figure out an information-gathering process and a board leadership structure that ensures that the board meets what may be a change in the standard of conduct by which it is judged. WHEN A SYSTEM breaks down, a...

What does it take to be a good director? Let's get practical about director qualifications. These are the five attributes that provide the foundation for effective performance. (Director Performance).
March 22, 2003... IN THE AFTERMATH of the recent corporate governance horrors, a flurry of articles, laws, and regulations have delineated new standards for directors. Alert to opportunity, many leading business schools have created director "boot camps" to help...

A role for the customer in governance. (Stakeholder Representation).(corporate governance)
March 22, 2003... Profile of a Policyowners' Examining Committee -- a mechanism to totally open the books, employees, business strategies, board, and management to review and critique by a representative group of the company's customers. It works. IT WASN'T...

Have stock options run their course? Note to compensation committees: don't give up on stock options -- they can be better designed, in some bold ways, to accomplish your executive-reward and shareholder-alignment objectives. (Executive Compensation).
March 22, 2003... THE FUTURE of stock options -- once considered critical currency for every company (and every employee) -- is in the spotlight. Questions abound: Are stock options just a lottery? Are stock options truly free? How many stock options are too...

Rethinking today's CEO pay practices. (Executive Compensation).
March 22, 2003... Following these suggested guidelines, boards will be able to establish compensation plans that are simpler, better aligned with the capital and labor markets, and likely to be perceived as more equitable. FEW ELEMENTS OF corporate...

Crafting a pay package for an interim CEO. (CEO Succession).
March 22, 2003... Before the interim CEO can take on the role, the board faces an immediate challenge: How will he or she be compensated? There are several factors that boards should consider when determining the appropriate pay plan. SUCCESSION PLANNING, a...

Lines of inquiry on board candidates: verifying the soundness of a nominee's background becomes ever more urgent as the push for independent directors -- these 'new near-strangers' -- picks up momentum. (Director Recruitment).
March 22, 2003... EVER WONDER WHY corporate directors are so often compared to dogs? The question arose as I leafed through a batch of recent articles on corporate governance. The writers almost invariably referred to strong directors as "watchdogs" for...

The hotline as a board safety valve: for years hotlines have worked to reduce run-of-the-mill fraud losses. Connecting them to the board will enable directors to police more serious instances of fraud. (Disclosure).
March 22, 2003... IT IS TEMPTING to hope that the well-publicized debacles of the past 18 months are the exception, and that the vast majority of companies are ethically and honestly managed. Yet an article in August's CFO magazine suggests otherwise. One in six...

Improving the 'director value proposition.' (Governance Letter).
March 22, 2003... How candidates are now assessing the risk profile of the boards they are being asked to join, and why companies need to take a hard look at what they offer -- the value proposition -- to attract and retain directors. AS THE DUST SETTLES...

Directors Roster: in affiliation with Spencer Stuart -- a quarterly record of new director appointments. (Spencer Stuart/Directors & Boards Directors Rosters).
March 22, 2003... AN UPSHOT of Sarbanes-Oxley is the prospect that directors will need to receive bigger paychecks. After all, almost no one can argue with the assertion that their jobs have become much more demanding and time-consuming. In addition, there is...

The Directors Roster.
March 22, 2003... 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...

Spencer Stuart / Directors & Boards Directors Roster. (A - W).(announces board appointments at a variety of corporations)
March 22, 2003... ADC TELECOMMUNICATIONS INC. Eden Prairie, MN has added to its board: Mickey Foret Bio Notes: Retired in 2002 after having worked for 10 years at Northwest Airlines and more than 30 years in the airline industry. Was EVP and...

Mindset of a leader.
March 22, 2003... Among the toasts at Sir Ian MacGregor's 80th birthday party that I attended in New York in 1992, four members of the small party of colleagues and close friends rose to express their appreciation for Ian's role in developing their careers at...

The shadow of a giant: His 'way we do things' set leadership standards for multiple generations. (Endnote).(Marvin Bower of McKinsey)
March 22, 2003... RALPH WALDO EMERSON once described an institution as the lengthened shadow of a man. How long one shadow can become, how long it can last, and how many institutions it can affect were dramatically illustrated by a modest, understated friend we...