Directors & Boards articles from March 2008

Directors & Boards archives from March 2008

Face the music.(LETTER FROM THE CHAIRMAN)
March 22, 2008... BRACED FOR ANOTHER HARANGUE from an itinerant corporate gadfly, my fellow directors were surprised when he lauded the board at our annual shareholders' meeting this winter. Although he began by questioning why we had chosen the coldest day of...

Tenure of the times.(EDITOR'S NOTE)(Editorial)
March 22, 2008... I'VE BEEN THINKING a lot about tenure lately. Right after the first of the year I began editing a 56-page transcript of a panel discussion on board tenure to adapt it into the cover story for this edition. Editing transcripts is one of the most...

Does BBR render CGR and CGI DOA? Or, no matter what the evidence, is it all CYA?(QUIDDITIES)
March 22, 2008... ARE CORPORATE GOVERNANCE "indices" valuable... or meaningless? Do so-called governance "best practices" lead to better corporate performance... or are they not worth a John Nance Garner bucketful of warm p--? Should directors cut their...

Who could've known? Directors cannot predict the strange things that happen to every business. What they do is guide the reactions.(SUTTON'S LAWS)(Interview)
March 22, 2008... 'DOES THE BOARD adequately consider unknown threats to the business?" There's a stupid question. Our blue-chip law firm asks this in the questionnaire each director fills out annually as part of the board's self-evaluation. My...

Inadvertent disclosure: the Ryan case is a reminder of the need for board policies on the handling and communicating of privileged information.(LEGAL BRIEF)
March 22, 2008... THERE HAS BEEN a steady increase in litigation over conflicts of interest and allegations of wrongdoing involving officers and directors of public companies. In addition, there certainly is greater scrutiny of possible misdeeds, including...

The many (dis)guises of corruption: battling bribery in your global business practices? Incorporate technology and automation to bolster your risk management.(CORPORATE ACCOUNTABILITY AGENDA)
March 22, 2008... THERE'S NO QUESTION today's global economy provides great opportunity. But it also presents a myriad of new risks as multinational businesses expand into new and emerging markets. One of the most significant risks is the potential for bribery...

Volatile times call for best D & O coverage: dangerous scenarios can play out, so don't be complacent about your protection.(RISK MATTERS)
March 22, 2008... FOR DIRECTORS, the past few years may have been the best of times. But could the worst of times be lurking just around the corner? Two independent consulting firms, Cornerstone Research and NERA Economic Consulting, both report a...

Earnings guidance: the real issue; The current debate focuses on the wrong question.(COMPETITIVE EDGE)
March 22, 2008... THERE IS A long-running argument about whether or not companies should provide earnings guidance. The media has produced an endless string of articles and opinion columns. Academics have churned out study after study. And corporate executives...

Good grief! What's with the SEC and exec pay? This government is continuing to insert itself unwisely in boards' confidential decisions. Where is the outrage?(GUEST COLUMN)
March 22, 2008... THE SEC IS FORCING a sampling of 350 public companies to more specifically disclose the compensation, benchmarking, and forecasting decisions of their boards and compensation committees. This insistence on increased disclosure--in the "public...

Director term limits come up for review.(BOARD PRACTICES)(Cover story)
March 22, 2008... Our panel participants tackle some thorny topics concerning board tenure: How long before directors get stale or too complacent? Are term limits a necessity or a hindrance to board performance? How useful (or useless) are director evaluations?...

Diversify the board ... by personality type! A key to a high-functioning board is to intentionally bring together people with differing personality styles that make them well suited to play important behavioral roles.(BOARD COMPOSITION)
March 22, 2008... TYPICALLY, when boards look for new members they primarily consider an individual's title, industry background, and functional expertise. They also look to achieve a diversity of gender and ethnicity. But they often do not consider diversity at...

Distinguishing traits of elite performers: here is what separates the world's best from their second-place contenders.(PERFORMANCE EVALUATION)
March 22, 2008... AS IN ANY PURSUIT, the differentiating factors separating the most highly compensated business leaders from the mediocre performers are marginal in nature. An executive who earns an annual $10 million compensation package is not 100 times more...

'Above reproach': the Norman Hsu case; This fiasco offers five important due-diligence lessons for directors and officers in staking your individual and corporate reputation on a person's character, background, and basic veracity.(DUE DILIGENCE)
March 22, 2008... WHEN A CORPORATION enters into a relationship with any individual, it puts its collective reputation, as well as that of its directors and officers, on the line. In the vast majority of instances, the individual is who and what he claims to be,...

The protocol of a turnaround manager: this peek into a turnaround pro's playbook reveals the initiatives directors themselves can take to preempt the call for help.(CRISIS MANAGEMENT)
March 22, 2008... CHANGE IS A CONSTANT, surprises happen all the time, and directors need to be sure they are well positioned to protect the health of the company for which they are responsible. Fine, you say, but how can we predict the future? As a veteran...

The next best place to invest? Child care: get involved in providing high-quality early child care and education programs for your employees. The ROI is huge, and hugely important.(CORPORATE SOCIAL RESPONSIBILITY)
March 22, 2008... COMPANIES ARE OFTEN CAUGHT in a classic dichotomy. What is good for the organization today may not be best for the long-term, and vice-versa. The battle pitting today's stock price or, for the private company, valuation (and the executive...

Book it: best bets for board reading; From a roundup of new books, leadership insights on sudden succession, human capital oversight, being a trusted adviser, greatness in the making, and how to apologize for a tactless remark.(LEADERSHIP)
March 22, 2008... A Wall Street whack for P & G's new CEO From The Game Changer by A.G. Lafley and Ram Charan. Copyright 2008 by the authors. Published by Crown Business (www.crownpublishing.com). IT CAME ON June 6, 2000, a few minutes before a business...

Boards think they're doing a good job ... but CEOs disagree. What directors can do to bridge that disconnect.(HEIDRICK & STRUGGLES GOVERNANCE LETTER)
March 22, 2008... SOME 95 PERCENT of directors rate their boards as either effective or very effective overall. That was the finding of a recent study of board effectiveness conducted by Heidrick & Struggles in conjunction with the Center for Effective...

Directors Roster: a quarterly record of new director appointments.
March 22, 2008... 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, 2008... ADA-ES Inc. Affymax Inc. AGCO Corp. Alcoa Inc. APAC Customer Services Inc. Apple Computer Inc. Autodesk Inc. Biogen Idec Inc. BlackRock Inc. BMC Software Inc. Church & Dwight Co. Inc. ...

Director index.(DIRECTORS ROSTER)
March 22, 2008... Abrams, Robin, Openwave Systems Inc. Anderson, Bradbury H., General Mills Bailey, John R., Shuffle Master Inc. Baker, Jr., Douglas M., U.S. Bancorp Barton, Fran, ON Semiconductor Bryant, Andy D., McKesson Corp. ...

The director's dilemma: it is hard to know when simply raising questions, and eyebrows, has become insufficient.(ENDNOTE)(Reprint)
March 22, 2008... IN HIS REPORT on the problems at WorldCom, Richard Breeden observed, "Perhaps more than speeches from lawyers, every board can use a curmudgeon or two" (my emphasis). He went on to note," Someone on the board has to be prepared to object if...