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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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That is the question.(Bob Mueller's services and appreciation)
March 22, 2006... 'IS THIS THE DAY we fire our CEO?"
Robert K. Mueller suggested that every board meeting begin with this question. Bob was chairman of Arthur D. Little from 1977 to 1986, and during a long and distinguished career, he served on and counseled...
A long, steady focus on diversity.(women directors survey)
March 22, 2006... I WAS GLAD TO SEE our Heidrick & Struggles authors address the topic of board diversity in this edition ("So Many Public Companies, so Few Women Directors," page 61). DIRECTORS & BOARDS from its very inception has been a champion of board...
Cast of characters: have special expertise? The spotlight may not be for you.(QUIDDITIES)
March 22, 2006... WHAT IS IDEAL board composition? To use theatrical metaphors: How many characters should the playwright create and with what attributes? What actors should be cast? Should an accomplished actor accept a role in this play?
From the...
It's tough hiring a CEO: I went in search of breakthrough secrets. Here's what I found.(chief executive officer)
March 22, 2006... IN 1989 I RECRUITED and hired CEOs for an aerospace manufacturer and a retail chain, plus the chancellor for a private college. As the departing turnaround manager, I held some shares in each of these outfits. My hopes for the selected CEOs'...
Coverage traps: will your D & O insurer pay when you have a claim?(directors' and officers' liability insurance)
March 22, 2006... THE ACID TEST of a D & O insurance policy is whether it actually pays when you have a claim. Unfortunately, even if you have a policy with broad coverage terms, there is no guarantee that your insurer will actually pay losses, since even broad...
'Going dark': competing considerations make the decision to exit the SEC reporting system a difficult one for the board.(Securities and Exchange Commission)
March 22, 2006... TODAY, approximately 9,000 companies file quarterly and annual reports with the SEC. Roughly 40% of these companies report annual revenues of less than $50 million. Dramatically increased compliance responsibilities, a more active enforcement...
Peer evaluation: take the plunge; Yes, it's sensitive, but the practice can provide great value to individual directors and the board as a whole.(boards performance evaluation)
March 22, 2006... ALTHOUGH THE PRACTICE can take a variety of forms, most boards are adhering to NYSE guidelines and are conducting an annual performance evaluation of the overall effectiveness of the board. Few, however, are venturing into the highly sensitive...
The Battle for the Soul of Capitalism.(Book review)
March 22, 2006... The Battle for the Soul of Capitalism
By John C. Bogle
Published by Yale University Press, New Haven, Conn., 260 pages, $25.00
IN THE POST-DEPRESSION and World War II eras, captains of industry, labor leaders, and the secretaries...
What the 'last tycoon' tells us about leadership; Monroe Stahr's story raises hard questions for anyone who wants to become a leader: do you care intensely enough about your work? Do you feel personally accountable? And are you willing to pay the price?(Fitzgerald's The Love of the Last Tycoon)
March 22, 2006... IF LEADERSHIP MEANS making a difference in the world, serious literature suggests that this effort is often a long, hard slog. The ancient Greeks understood that the work of leaders demands patience, courage, and tenacity, for months and years...
Board dealings with a disabled CEO: individual CEOs and situations vary, but knowing what might happen and being prepared are the first lines of defense.(chief executive officers, crisis management)
March 22, 2006... WHEN 77-YEAR-OLD Israeli premier Ariel Sharon suffered a stroke, the public and the press expressed surprise (and the Israeli stock market fell 4 percent)--although Sharon was obese, had a highly stressful occupation, and had already...
'I left no door open ... I was done'.(CRISIS MANAGEMENT)
March 22, 2006... I'D ALWAYS PREACHED commitment to goals: setting them, pursuing them, completing them. Now that we'd completed our fact-finding with doctors, I resolved to do three things:
1. leave my job;
2. choose a medical protocol that allowed me...
The changing role of the COO: are you grappling with how best to utilize the chief operating officer function? You're not alone.(ORGANIZATIONAL LEADERSHIP)
March 22, 2006... IT'S BECOME POPULAR WISDOM that chief operating officers are an endangered species in the C-suite.
To hear many business observers tell it, more and more corporations are eliminating the COO position because a variety of trends have...
Turning to the board for a fill-in CEO: absent a succession plan, it's certainly tempting to put a sitting director into the CEO slot on an acting basis. Don't do it without considering your options.(chief executive officers)
March 22, 2006... BOARD MEMBERS slipped into acting CEO roles last year at a number of large public companies, including 3M, NCR, Bob Evans Farms, and Newell Rubbermaid. Absent a succession plan, it's certainly tempting to put a sitting director into the CEO...
Running effective executive sessions: when should they be held? How long should they be? Who should lead them? These are among the questions boards must consider to make their executive sessions successful.(board practices)
March 22, 2006... SECTION 404 seems to have received the lion's share of press on corporate-reform efforts stemming in part from passage of the Sarbanes-Oxley Act of 2002. A less-publicized result of these efforts has the potential to affect significantly the...
Should you keep minutes of executive sessions?
March 22, 2006... Yes
THERE IS LITTLE established law concerning executive sessions--they are not mandated by state law--and market practice is still evolving. Therefore, executive sessions tend to vary widely in content and length. Similarly,...
Open season for board minutes.(board practices)
March 22, 2006... PREPARING FOR HIS then-planned (and since suspended) proxy battle to control Time Warner Inc., corporate financier Carl Icahn demanded to see board minutes discussing the possible split-up of Time Warner's businesses. Former chairman Steve Case...
The compromised board candidate: if you are involved in nominating and approving new directors, you want to catch conflicts of interest before they catch you. Here are the lines of inquiry to pursue and useful research tools.(DIRECTOR RECRUITMENT)
March 22, 2006... SPRING IS UPON US, and with it proxy season and the annual blossoming of fight letters in the financial pages. We can probably expect to see more of these hardy perennials bloom in 2006, with their customary accusations that corporate directors...
Boards must measure marketing effectiveness: it is surprising how many boards don't regularly see even the most basic marketing data. Do you know what the top three or four success metrics are for your company's marketing initiatives?(marketing management)
March 22, 2006... MARKETING IS CONSIDERED to be a discipline that requires creativity, intuition, and "out of-the-box" thinking. Marketing acumen is thought to stem from non-quantitative, right-brain, "soft" skills. In the past, marketers in firms with...
Director's guide: SOX compliance update; After three years, Sarbanes-Oxley compliance remains high on every board's agenda--but not as high as before.
March 22, 2006... Improving Sarbanes-Oxley annual assessments
TODD BRENTS Managing Director, AlixPartners
AS THE Sarbanes-Oxley Section 404 certification season is winding down for many companies, it is a good time to reflect upon the lessons learned...
So many public companies, so few women directors: despite a professed demand from corporate boards, women directors remain in short supply.
March 22, 2006... OVER THE past several months, we have held a series of conversations with diverse groups of current and aspiring women directors across North America. Convened in major cities throughout the U.S. and Canada, our intimate breakfasts brought...
Directors Roster: a quarterly record of new director appointments.
March 22, 2006... 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 Heidrick & Struggles. Please forward your...
Company index.(DIRECTORS ROSTER)(Directory)
March 22, 2006... Abbott Laboratories
Accenture Ltd.
Affiliated Managers Group Inc.
Affymetrix Inc.
Alaska Communications Systems Group Inc.
American Eagle Outfitters Inc.
American Electric Power Co. Inc.
American International...
Director index.(Directory)
March 22, 2006... Andrews, Charles Elliot, Six Flags Inc.
Atkinson, Richard, Capstone Turbine Corp.
Baldauf, Sari, Hewlett-Packard Co.
Bell, James, Dow Chemical Co.
Berman, Ann, Eaton Vance Corp., Loews Corp.
Brubaker, Lynn, Hexcel Corp....
On goodwill and great leadership; Legacy principles that have worked for others raise the question: what do you stand for?(ENDNOTE)
March 22, 2006... MY NEW BOOK, Leadership Legacies, has its roots in a meeting I had with Ronald Reagan 25 years ago. He and I were having a private lunch on the patio of the estate where he and his wife, Nancy, were living outside Middleburg, Va., an impressive...