Directors & Boards articles from March 2004

Directors & Boards archives from March 2004

Secret ballot.(LETTER FROM THE CHAIRMAN)
March 22, 2004... I SERVE ON A BOARD of a company that recently held a dinner for its directors, top executives, and their spouses at the National Constitution Center in Philadelphia. With great fanfare, the Constitution Center opened last July Fourth as the...

CEO beneficence.(EDITOR'S NOTE)(Editorial)
March 22, 2004... CAN YOU IDENTIFY the author of the following observation? "The most damage in the recent cases has been to the reputation of the position of CEO. We've been made out to be freewheeling jet setters, playboys reliving our adolescent years.... We...

Power of suggestion: from Levy to Eisner, contemplating how the threat can be stronger than its execution.(QUIDDITIES)(Leon Levy, Michael Eisner )
March 22, 2004... AT ALL POINTS of the compass, we espy fraud, or greed and cupidity, or--at best--woeful governance misjudgments. To the north are Messrs. Kozlowski and Swartz, ex-high-fliers from Tyco. To the south, in view is just-indicted Bernie Ebbers...

Oracle speaks, and the bar is raised: a Delaware court's decision will lead to more searching inquiries into the independence of directors.(LEGAL BRIEF)
March 22, 2004... IN THIS POST-Sarbanes-Oxley era, "independence" is the watchword of corporate governance. The call for greater independence of public company directors resounds far beyond the boardrooms: The NYSE and Nasdaq are requiring (with limited...

Due diligence on D & O: six insurance questions you should ask before joining a board.(D & O INSURANCE UPDATE)(directors' and officers' liability insurance)
March 22, 2004... YOU HAVE BEEN INVITED to become a director of Titan Tech Corp. This is one of the most exciting growth companies in the world, and, if truth be told, you are eager to rub elbows with Titan Tech's current directors--captains of industry and...

Auditor rotation: a bad governance idea; Would you change your doctor every three years believing you'd get better medical attention?(GUEST COLUMN)
March 22, 2004... WHENEVER A DEBACLE grabs hold of the headlines, debate begins to offer "answers." Intelligent public policy crafters must pause and sort out such answers from "really bad ideas." The auditor rotation proposal is one of those bad ideas. If...

The Recurrent Crisis in Corporate Governance.(DIRECTOR LIBRARY)(Book Review)
March 22, 2004... The Recurrent Crisis in Corporate Governance By Paul W. MacAvoy and Ira M. Millstein Published by Palgrave Macmillan (www.palgrave.com), 160 pages, $65.00 CORPORATE GOVERNANCE is an interdisciplinary field, drawing on the law,...

Rules for rock-solid governance: 'Sutton's Laws' won't solve all the problems that boards face, but they can filter the bad boards from the good and help directors sleep better.(BOARD LEADERSHIP)(Cover Story)
March 22, 2004... SHOOT ME if I join another public board. "Sarbanes-Oxymoron" adds cost and little else to having or being on a board. Anybody who's eager to join a public board is inherently unqualified. Anybody who's very eager is very unqualified....

Ways to reduce risk in board evaluations: these eight safeguards can make the self-assessment process useful and relevant and reduce the potential liability for the board and individual directors.(DIRECTOR EVALUATION)
March 22, 2004... EFFECTIVE IN 2004, companies subject to the listing requirements of the New York Stock Exchange will face the prospect of conducting up to four separate "performance evaluations" for their boards and board committees. Other companies may follow...

Mirror, mirror ... when the board looks at itself: self-examination is no longer merely an option. The board and management team need an evaluation process that is an effective tool for gauging performance and facilitating needed changes.(DIRECTOR EVALUATION)
March 22, 2004... EVALUATING themselves objectively, either individually or as a group, is probably one of the most difficult things for boards to do well. Boardrooms are a far cry from the queen's chambers in the Snow White fable, in which a simple look in the...

Ten common pitfalls of venture boards: many early-stage boards are reluctant to confront their own shortcomings. By identifying and addressing these stumbling blocks, directors and management can get back to being a collaborative team.(EARLY-STAGE BOARDS)
March 22, 2004... WITH THE DOWNTURN in financial markets that began in March 2000 and the extraordinary contraction in venture investing, it's never been more important for venture boards and management to embrace fundamental governance processes to maximize the...

What it means to be a fiduciary; A formula for meeting the expectations of the role: be deeply informed, perpetually skeptical, and collegially independent.(ROLE OF THE DIRECTOR)
March 22, 2004... "FIDUCIARY" IS NOT a word one hears much in common usage these days. It has a certain Victorian ring to it--an aura of vigorous rectitude out of touch with our contemporary world of moral relativism. But "fiduciary" is at the heart of...

Managing risk--to your company and you: enterprise risk management is a term increasingly heard in boardrooms. Why? Because ERM helps a company get to where it wants to go and avoid pitfalls and surprises along the way.(INFORMATION FOR THE BOARD)
March 22, 2004... LIKE EVERY DIRECTOR, especially in today's environment, you want to do the right thing for your company, ensuring risks are well managed and share growth achieved. You also want to avoid seeing your own personal reputation damaged and your...

How to benchmark your EHS governance: how do you know that you are giving due care to environmental, health and safety matters? It helps to start with a clear picture of where you are.(ENVIRONMENTAL OVERSIGHT)
March 22, 2004... HOW MANY TIMES have you seen a huge sign at a plant entrance that proclaims, "X Days Without A Lost-Time Accident!"? A large "X" might look impressive, but it's no real measure of how the plant is actually performing in terms of environmental,...

How compensation gets manhandled: something in the way boards review and approve executive pay frequently goes awry. To avert these common breakdowns, here are six suggestions for sharpening compensation committee foresight.(COMPENSATION COMMITTEE)
March 22, 2004... THE TRAGIC AIRPLANE CRASH is ruled after a thorough investigation to be due to pilot error and only pilot error. How can this be when the craft was flown by an experienced and competent crew? The flight recorder indicates that the problem was...

Board presentations: a leadership moment; Board meetings have few rivals as optimal settings for an executive to project authority, credibility, and character. In presenting to the board, make sure you are sized up as a leader.(COMMUNICATIONS)
March 22, 2004... A FEW MONTHS AGO, a new client, a senior executive of a Fortune 100 firm, showed me the first presentation he had recently made to his board of directors. Although he struck me as bright, articulate, and well-educated, his presentation was a...

Senior debt financing: weighing the options; While there are many forms of financing, understanding the senior debt market is probably most important for directors, since it provides the working capital that is essential to a company's operations.(FINANCIAL OVERSIGHT)
March 22, 2004... THE LANDSCAPE has changed dramatically for corporations over the last few years, with profound implications for corporate directors. The downturn in the economy and corporate earnings, balance sheets overleveraged by a series of acquisitions,...

Get serious to make CEO evaluations work: the review process should be rigorous, objective, and fair, and the end result should be a stronger relationship between the CEO and the board.(SPENCER STUART GOVERNANCE LETTER)
March 22, 2004... AS THE NEED to avoid even a hint of boardroom impropriety grows, it is not surprising that boards increasingly are concerned about not only regularly assessing the performance of the CEO, but also utilizing a process that demonstrates the...

Directors roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments.(SPENCER STUART / DIRECTORS & BOARDS DIRECTORS ROSTER)
March 22, 2004... ADC TELECOMMUNICATIONS INC. Eden Prarie, MN has added to its board: Lois M. Martin Executive Vice President and CFO WORLD DATA PRODUCTS INC. Minnetonka, MN Bio Notes: In present position since 2002. Was SVP and...

Company index.(DIRECTORS ROSTER)
March 22, 2004... ADC Telecommunications Inc. AEP Industries Inc. AK Steel Holding Corp. Akamai Technologies Inc. Albertsons Inc. Align Technology Inc. American Express Co. Amgen Inc. Angelica Corp. Ann Taylor Stores...

Directors index.(SPENCER STUART / DIRECTORS & BOARDS DIRECTORS ROSTER)
March 22, 2004... Achabal, Dale, Gottschalks Inc. Alperin, Barry J., Hain Celestial Group Inc. Anderson, Basil, Charles River Associates Inc. Andreessen, Marc, Orbitz Inc. Araskog, Rand V., International Steel Group Inc. Arnelle, H. Jesse,...

Protector, supporter, auditor: Reginald Jones (1917-2003) was well-schooled, and schooled others well, in the ways of directorship.(ENDNOTE)
March 22, 2004... ONE OF THE WISE MEN of governance has passed from the scene. Reginald H. Jones, chairman and CEO of General Electric Co. during the 1970s, died on December 30, 2003. A U.S. News & World Report survey in 1979 of some 1,400 American leaders voted...

Avoiding personal liability as a director.(SPECIAL REPORT 2004)
March 22, 2004... ENRON, HEALTHSOUTH, WORLDCOM -- these and a number of other recent, high-profile corporate scandals make the news on an almost daily basis, adding to a modern environment of corporate cynicism and distrust. Along with the seeming rash of...