Directors & Boards articles from March 2005

Directors & Boards archives from March 2005

The proverbial beer truck.(LETTER FROM THE CHAIRMAN)
March 22, 2005... LAST YEAR a board on which I sit requested two CEO succession plans: one for a sudden unexpected event, such as "getting hit by a beer truck," and another for an orderly transition in four years, when our chairman is expected to retire. As...

Job one.(EDITOR'S NOTE)(Editorial)
March 22, 2005... PUBLISHER Bob Rock provides sound advice on CEO succession on page 4, and I'll weigh in with a brief comment too. How could we not address this matter? We're both penning our pieces following a two-week span of "stop the presses" succession...

Caught in the Webb: just the facts, ma'am--to be read with care.(QUIDDITIES)(Dan Webb )
March 22, 2005... IN THE 1950s TV series "Dragnet," most episodes contained an early scene in which a crime witness (or victim) tried to explain to the main character, LAPD Det. Sgt. Joe Friday, what had happened. Almost invariably, that citizen rambled in the...

On bailing out from a board: when the reasons to resign are compelling, just do it--walk away.(SUTTON'S LAWS)
March 22, 2005... ONE OF MY board terms expires in a year, but I quit last month. If you've sat on a dozen boards, chances are you've resigned from one or two. And you should have. My recent departure was from a small outfit with 600 shareholders. I...

Do independent directors need IDL coverage? A look at independent director liability insurance and the added protection it offers.(D & O INSURANCE UPDATE)
March 22, 2005... DID YOU KNOW that there are liability policies solely for independent directors? This insurance product, offered by just a few insurers, is generically referred to as independent director liability (IDL) insurance and can be purchased by...

When should you call separate counsel? Not often, because the board should be able to rely in full confidence on the company's general counsel.(LEGAL BRIEF)
March 22, 2005... IT HAS BECOME difficult to escape the drumbeat of reports about the increased risk of liability for corporate boards, as well as for individual directors. According to some, the risk of personal liability for those who serve on a public company...

No need to pay guaranteed bonuses: other less-suspect alternatives can achieve the desired recruitment and retention objectives.(GUEST COLUMN)
March 22, 2005... THE TALES OF irresponsible corporate behaviors in recent years are familiar by now and have turned the spotlight more intensely than ever on corporate governance. Angry shareholders, more attentive regulators, disenchanted employees,...

The first duty of a director: wisdom from Walter Wriston, a master banker and board leader.(FROM THE ARCHIVES)(Walter B. Wriston)(Interview)(Excerpt)(Obituary)
March 22, 2005... RENOWNED BANKER Walter B. Wriston died on Jan. 19, 2005, at the age of 85. He grew Citicorp into the world's largest bank during his tenure as CEO beginning in 1967 until his retirement as chairman in 1984. DIRECTORS & BOARDS Editor James...

Leadership and Governance from the Inside Out.(DIRECTOR LIBRARY)(Book Review)
March 22, 2005... Leadership and Governance from the Inside Out Edited by Robert Gandossy and Jeffrey Sonnenfeld Published by John Wiley & Sons, N.J., 297 pages, $34.95 ARE YOU CHALLENGED to create and sustain world-class organizations in a...

Create a new story about business: we have a unique moment to make a lasting difference in corporate practice. This is a moment we must seize.(GOVERNANCE LEADERSHIP)
March 22, 2005... IMAGINE YOU ARE a director of a company that creates such great products and provides such terrific service that extreme customer loyalty is the norm. The firm's employees are energized contributors who live the firm's values--all the best...

Nine ways to handle a boardroom bully: forceful personalities on the board can steer an organization down a destructive path. Here's how to take on that 'bad boy' or 'bad girl'.(BOARD DYNAMICS)
March 22, 2005... IS YOUR BOARD being held hostage by a bully? Is the will of one person, or even a small group, dominating the decision making? It is not surprising that bullying in the boardroom is an issue facing many boards. The stakes are high and the...

What a board needs from its general counsel: in order to make a positive contribution toward excellence in governance, corporate counsel must be a teacher, a mentor, and more.(BOARDS AND THE GENERAL COUNSEL)(root causes of board problems)
March 22, 2005... DEAN ROGER MARTIN of the J.L. Rotman School of Management at the University of Toronto once observed that "If you took 99 percent of the boards and dissolved them, there wouldn't be a perceptible change in corporate governance or shareholder...

Director's guide to board, committee, and personal counsel: as boards become more proactive, their use of outside legal advisers--a 'legal second opinion'--is on the rise.(REPORT ON BOARD USE OF CORPORATE AND PERSONAL COUNSEL)
March 22, 2005... THERE'S NO QUESTION that public company board service has become increasingly time-consuming--and risky--for directors. But has it become risky enough to require outside counsel, for the board as a whole, board committees, or even for...

The workout board member: why every company should have a turnaround expert on its board.(rules of a workout specialist)
March 22, 2005... A "WORKOUT" PROFESSIONAL--an executive-level person experienced in cleaning up corporate nightmares--belongs on every major corporate board. Most business crises don't happen overnight. They are a result of a series of bad decisions that...

Compensation: being more 'on message'; Transform the tenor of your executive compensation disclosure from 'mandatory and mystery' to 'meaning and message.'.(EXECUTIVE COMPENSATION)
March 22, 2005... Over the past few years, the number of shareholder proposals related to compensation has grown considerably. Such proposals--which include limiting executive pay and severance agreements, eliminating options, and linking pay to performance--are...

How a candidate made the cut: this step-by-step board-recruiting process turned up a new compensation committee chair.(DIRECTOR RECRUITING)
March 22, 2005... FINDING AND SELECTING qualified outside directors is one of the most challenging and rewarding dimensions of building an effective compensation committee. Before beginning the search for new directors, the company should develop a board...

EHS oversight: what's wrong with this picture? Most European companies are vitally concerned at the board level about environmental health and safety issues. Why aren't boards of U.S. companies equally as concerned?(ENVIRONMENTAL OVERSIGHT)(environmental health and safety)
March 22, 2005... THE ISSUE OF environmental health and safety (EHS) governance is big enough to affect a company's reputation, its competitive position, its share price, and its future, particularly in the chemicals, energy, power, and metals industries. Yet...

Board guidance for going private: five critical debating points for boards with an ESOP transaction on the agenda.(CORPORATE REORGANIZATION)
March 22, 2005... YOU ARE AN independent director of what we'll call Micro Technology Corp. (MTC), a small-cap publicly traded biotech firm incorporated in Delaware. MTC did an initial public offering in late 1998 at a price of $17 per share. The stock price...

Put the 'fair' in fairness opinions: avoiding conflicts of interest will increase the likelihood that a fairness opinion provides adequate protection for directors.(MERGERS & ACQUISITIONS)
March 22, 2005... COMMENTATORS HAVE criticized fairness opinions--letters from investment banks opining that the value of the consideration to be received by shareholders in a transaction is fair from a financial point of view--for decades. But such criticism...

Advice to new CEOs: get the board on board; Effective bridge-building techniques to help a new CEO establish a productive working relationship with the board.(Chief Executive Officer)
March 22, 2005... WHEN A NEW CEO is appointed, he or she inherits someone else's board. Aside from conversations with the search committee--especially in the case of an outside hire--neither the board nor the new CEO have had many dealings with each other. Yet...

Directors roster: a quarterly record of new director appointments sponsored by Spencer Stuart.
March 22, 2005... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is compiled from public and private sources by the editorial staff of DIRECTORS & BOARDS, and is sponsored by Spencer Stuart. Please forward your...

Company index.(DIRECTORS ROSTER)
March 22, 2005... 3D Systems Corp. Advance Auto Parts Inc. Advanced Energy ADVO Inc. Aftermarket Technology Corp. Air Products Albany International Corp. American Axle & Manufacturing Holdings Inc. Anteon International Corp....

Director index.(DIRECTORS ROSTER)
March 22, 2005... Armstrong, Theodore M., Cabela's Inc. Beaumont, Scott A., CSS Industries Inc. Begley, Lawrence P., MTI Technology Corp. Belluzzo, Richard E., JDS Uniphase Corp. Berger, Charles, SonicWALL Inc. Bertini, Catherine A.,...

From a whisper to a firestorm: how ready are you to respond to the revenge-laced rhetoric promoted by activist organizations and shareholder-revolt leaders?(SHARES)
March 22, 2005... HAD YOUR FILL of politics in 2004? Well, if you're a corporate officer or board member, there's a good chance that you yourself are already being targeted by a very political opponent. And--most likely--you don't even know it. Over the...