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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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The times, they are a changin'.(LETTER FROM THE CHAIRMAN)
March 22, 2007... I RECENTLY ADDRESSED a group of undergraduates at a world-renowned university. The classroom was packed with young people eager to hear from the publisher of DIRECTORS & BOARDS about "what really goes on in Donald Trump's boardroom," as one...
Hit with the lucky stick.(EDITOR'S NOTE)
March 22, 2007... WE'RE ALL FAMILIAR with the expression "It's better to be lucky than good" (or some variation thereof). I just heard an appealing new take on that sentiment. A senior executive who was making a sizable philanthropic donation was recounting how...
From the outside looking in: checklist-ism won't tell you what you might really need to know about a board.(QUIDDITIES)
March 22, 2007... AT A FEBRUARY 8 New York Society of Security Analysts corporate governance conference, Holly Gregory of law firm Weil, Gotshal & Manges voiced the important question, "How do we judge a board's effectiveness?"
Let us first of all recognize...
When the accounting goes funny: pardon the rant--but I don't like how some people are adding up the numbers.(SUTTON'S LAWS)
March 22, 2007... FORGET everything you thought you ever knew about accounting, because the SEC and FASB move the guidelines each year. This pursuit of accounting perfection, of course, messes up year over year comparisons.
Dummies like Warren Buffett...
D & O insurance and indemnification: both are critical to a comprehensive director and officer liability protection program.(D & O INSURANCE UPDATE)
March 22, 2007... SINCE THIS COLUMN'S debut nine years ago, we have regularly written about protecting your personal assets from the costs of litigation by means of well-negotiated directors' and officers' (D & O) liability insurance. A comprehensive protection...
The core function: guidance or compliance? The former is important, but the latter is crucial. Who else but the board would do it?(LEGAL BRIEF)
March 22, 2007... AS WE APPROACH the fifth anniversary of the adoption of the Sarbanes-Oxley Act of 2002 (SOX), its critics are becoming more vocal. Many, including the U.S. Chamber of Commerce, have decried SOX's regulatory burdens and the increased costs...
Where is HR in the boardroom? Too often MIA during board deliberation on succession and leadership development.(COMPETITIVE EDGE)
March 22, 2007... Boards that are "best in class" for talent development and succession understand the need to collaborate with the CEO or other members of top management on frank discussions about the leadership needs of the organization. But even those who...
Rethinking NIFO: "noses in, fingers out" may be an indefensible standard for board behavior in the post-Enron era.(GUEST COLUMN)
March 22, 2007... PRE-ENRON, directors were respected for the job they were in. But post-Enron, directors are only being respected for the job they're doing. To earn this higher level of respect, many directors will have to go through transformational change....
Quality listening in the boardroom: are you guilty of tuning out or turning off someone who is speaking to you?(AT YOUR BEST)
March 22, 2007... BASED ON A recent survey conducted by our firm, 80 percent of a board member's meeting time is spent listening. Yet our research also reveals that poor listening is the most serious and common issue leaders face as communicators.
Quality...
Kim Clark: living a life of faith-based leadership; A visit with the then Harvard Business School dean shows a path to success not driven by money, power, prominence, or titles.(LEADERSHIP)
March 22, 2007... OVER THANKSGIVING IN 2004 I received a call from an old friend at Warner Books, executive editor and vice president Rick Wolff. He invited me to be on his Sunday radio talk show to promote my previous books. I try not to let business crowd into...
The devaluation of the director: corporate America today is facing a revolution, the end game of which is management-by-referendum--the shifting of decision-making power away from the board to the shareholders.(GOVERNANCE LEADERSHIP)
March 22, 2007... FOR MORE THAN A CENTURY, the corporation has been the engine driving the American economy. By allowing investors of all sizes to diversify their risk in limited-liability entities and pool their capital under professional management, the...
The next committee in the spotlight: why the focus will be on nominating/corporate governance committees in 2007.(GOVERNANCE COMMITTEE)
March 22, 2007... SINCE THE BEGINNING of the new era in corporate governance that began with the passage of the Sarbanes-Oxley Act (SOX) in 2002, the focus of governance activity has shifted among the various required standing committees of the board of...
CEO pay: a new way to judge the numbers; A dive into three companies' pay and performance data provides a compelling guide for compensation committees trying to determine what level of pay is 'just right.'.(EXECUTIVE COMPENSATION)
March 22, 2007... HOW MUCH PAY is "just right" for a CEO? Compensation committees struggle to answer this question, particularly at this time of year, when proxy statements open to the world the committee's decisions about executive pay. Although no single...
The right peer group for the right pay plan: guiding principles for formulating a peer set that will withstand heightened scrutiny and promote rational pay decision making.(COMPENSATION COMMITTEE)(Company overview)
March 22, 2007... MANY JOURNALISTS and compensation experts have written articles that lament rapidly increasing executive pay over the past few years. Some authors have cited faulty peer group development as one of the underlying causes. Peer groups, they...
Two top leaders talk succession: we asked them for lessons learned and key factors in making executive transitions successful.(SUCCESSION PLANNING)
March 22, 2007... IT USED TO BE that a board member might encounter a CEO succession only once a decade or so. Today, that pace is accelerated by the aging of the executive ranks. In addition, the current corporate governance environment leads to high turnover...
Director pay in emerging firms: a snapshot of board compensation appropriately tailored to the organization's stage of development, industry, and size.(DIRECTOR COMPENSATION)
March 22, 2007... FLEDGLING COMPANIES today must focus not only on obtaining the financial backing and technical expertise necessary to get their initiative off the ground, but also to put it on the right path from the standpoint of heightened new governance...
Getting it right, right from the start: many VC-backed boards experience dysfunctional behavior and often lack self-help tools to apply best practices in their governance.(EARLY-STAGE BOARDS)(venture capital)
March 22, 2007... MORE INEXPERIENCED corporate directors join venture capital-backed company (VCBC) boards than in any other industry. First-time entrepreneurs who become founding CEOs frequently become corporate directors even before they obtain their first...
How an advisory board drives innovation: Procter & Gamble offers a strong example of how to create an advisory board, how to manage it successfully, and how to apply its recommendations for bottom-line results.(ADVISORY BOARDS)
March 22, 2007... HOW CAN A COMPANY continually innovate and create exciting new ideas in today's competitive and constantly changing world?
The answer is deceptively simple: By asking for help.
Most individuals and organizations spend their time...
Book it: best bets for board reading; From a hotelier's secret to the secret of GE's success, from being rich to being an imperfect board member, leadership insights from a roundup of new books on business.(LEADERSHIP)(Company overview)
March 22, 2007... Building blocks of the GE juggernaut
From The Secret to GE's Success by William E. Rothschild, copyright 2007 by The McGraw-Hill Companies Inc. Published by McGraw-Hill (www.books.mcgraw-hill.com).
IN 1950, CHARLIE WILSON selected his...
Corporate crisis: the readiness is all; Does your board have the competencies to meet the most common dangers? A board assessment can prepare you for these potentially ruinous 'turning points.'.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)
March 22, 2007... COMPANY CRISES come in all shapes and sizes--defective products, hostile takeovers, executive misconduct, natural disasters that threaten operations, and many more. But from the point of view of directors, they all have one thing in common:...
Directors Roster: a quarterly record of new director appointments.
March 22, 2007... 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)
March 22, 2007... Acorda Therapeutics Inc.
Albemarle Corp.
Alcoa Inc.
American Eagle Outfitters Inc.
American Express Co.
American Railcar Industries Inc.
American States Water Co.
American Technology Corp.
Apollo Group Inc....
Director index.(DIRECTORS ROSTER)
March 22, 2007... Aldrin, Buzz, Neah Power Systems Inc.
Austen, William F., Tennant Co.
Batchelder, David H., Home Depot Inc.
Bechhofer, David, Goodman Global Inc.
Binderman, Gail, Sequa Corp.
Binkley, Nicholas B., UnionBanCal Corp.
...
A brief brush with Enron: I remember thinking, 'I just don't understand how this company works.'.(ENDNOTE)
March 22, 2007... ALMOST UNNOTICED in all the excitement when the White House changes hands from one party to the other is the operation of an iron law of politics: For each high-spirited newcomer, one weary officeholder from the outgoing administration is...