Directors & Boards articles from September 1996

Directors & Boards archives from September 1996

On the occasion of our 20th anniversary: a salute to directors.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... WITH THIS ISSUE, DIRECTORS & BOARDS celebrates our 20th anniversary. The publication was founded during the era of the foreign corrupt practices hearings to serve as an adviser to boards of directors. Our advisory role expanded during the...

The 20th century company meets the 21st century board.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... An increasingly Darwinian 21st Century lies ahead. Boards must resolve some lingering governance issues and be ready to embrace a board model with distinctive new features. I. The modern board--on its 400th birthday ON DECEMBER 31,...

The corporate board in our future. (the art of board directing)
September 22, 1996... Twenty years from today, as now, productive board service will remain an art, not a science. THE SOCIAL FORCES that over the last 20 years propelled dramatic change in our ideas of how corporate boards should be structured and function have...

Making faster, more complex decisions. (the 21st-century corporate board)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Dramatic transformation of the business context will require of boards different types of decisions and different expertise. A CURSORY perusal of headlines about activist institutional investors and lead directors might cause observers to...

The board as a portfolio: the right skill mix as a more essential component of board composition, and other predictions about the future of the boards.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... The right skill mix as a more essential component of board composition, and other predictions about the future of boards. THE PAST TWO DECADES have witnessed a revolution in the boardroom of the typical large American corporation. Boards...

The board, society, and shareholders. (integrating societal needs with shareholder demands)
September 22, 1996... Boards increasingly will be expected to ensure that management integrates societal needs with shareholder demands. THE CORPORATION is a chameleon-like legal creation capable of adjusting to changing environments and responding to both...

Board independence: the necessary role for a board leader.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... INDEPENDENCE, defined in Webster's dictionary as "freedom from the influence, control, or determination of another or others," is as American as apple pie. When it comes to power, Americans have traditionally favored checks and balances. Our...

Shareholder relations: beyond 'slick' programs to constructive dialogue.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... EVERYTHING is global these days. We will be closer together during the 21st Century than may be comfortable. With improved worldwide communication systems, the rapid development of free enterprise in the presently emerging economies, and...

Industry expertise: you gotta know the territory.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... THERE WILL ALWAYS REMAIN a place in the composition of boards for persons qualified only by what Alfred P. Sloan once called "intelligent ignorance." On the plus side, such directors bring an outsider's point of view to the sometimes clubby...

Global growth: the challenge for the 21st century boards.
September 22, 1996... THE PROMISE OF Philip Morris Companies Inc. has always been growth, and to fulfill that promise our company has had two clear goals: to increase earnings by growing our tobacco, food, and beer businesses and to increase returns to our...

Board practices: its' time to name a chief governance officer.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... FOR THOSE of us who have been following issues of board structure and board practices for the past 20 years, the information available on these subjects has been increasing in a geometric progression that now challenges our ability to keep...

Performance evaluation: lessons learned in the private equity market.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... THE INCREASED FOCUS on performance evaluation of boards and CEOs must be viewed as a positive development in corporate governance. In evaluating itself, the board should consider at least two factors: how it has managed its duty of care to the...

Top-line growth: leadership requires making this the priority.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... FOR A LOT OF COMPANIES, the era of downsizing has paved the way to profit pickup by reducing costs. However, unless cost-cutting is followed with an aggressive plan for top-line growth, not much lasting value has been created. A key challenge...

Intellectual diversity: put a premium on wide-ranging knowledge.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... WALK THE HALL leading to the boardroom of any long-lived corporation and you will see the evolution of the company and its board told in pictures. Compare today's increasingly diverse board with the framed yellowed pictures of men in white...

Director compensation: for wealth-building motivation, think LSOs. (Leverage Stock Option)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... AMONG its many important responsibilities, a board of directors is most liable for representing the interests of the shareholders. While individual shareholders will care about many facets of the company's civic performance, culture, and other...

Be expert in CEO evaluation. (chief executive officer)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Future directors must become more disciplined, skilled, and courageous in ensuring that competent leadership is in place. SO MUCH HAS BEEN WRITTEN about the dramatic changes happening in the boardroom that even a Tibetan monk would be aware...

A 'quiet revolution' is underway. (demand for director performance standards)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... There will be no free rides for the directors of tomorrow. The bottom line is performance, and directors will have to deliver. CORPORATE GOVERNANCE continues to be a hot topic in American business. Our newspapers and magazines are filled...

A 'take-nothing-for-granted' stance: a managerial cohort weaned on uncertainty and change can be expected to bring an aggressive approach to its board oversight.
September 22, 1996... A managerial cohort weaned on uncertainty and change can be expected to bring an aggressive approach to its board oversight. OVER THE LAST DECADE, the U.S. business community has undertaken a thorough rethinking of corporate governance...

Serving as an 'on-call' consultant. (Putting In Place the Right Board for the 21st Century)
September 22, 1996... What the boards of several high-tech leaders tell us about the factors that will define the next generation of directors. AS AMERICAN COMPANIES regear themselves to meet the challenges of the 21st ,Century, the boards of today's hot...

The director as competitive weapon. (Putting In Place the Right Board for the 21st Century)
September 22, 1996... Think 'board as arsenal' and each director a carefully considered strategic element in the arsenal. CLEARLY there has been a sea change in the business world in the course of a generation, and boards have been brought along with the...

The board as a team. (evaluating the think-alike directors)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Notes on the founding of DIRECTORS & BOARDS. A prime target of the new journal: the think-alike board. AT THE BEGINNING of the 20th Century, a French pharmacist-turned-hypnotist-turned-self-motivationist, Emile Coue by name, believed that...

A great director I served with: Roberto Goizueta, a logical thinker with a human touch.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... IN ANSWERING this interesting question of my choice for a great director, my thoughts went to many outstanding directors with whom I served on outside boards. I decided, however, to concentrate on a great director who served on a board where I...

A great director I served with: Robert S. Strauss, he's not a 'pipe smoking' director.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... OVER THE YEARS, I have crossed paths with literally hundreds of fellow directors on the boards of companies large and small, successful and struggling, old-line and start-up. Most of these men and women have served with great distinction and...

A great director I served with: James R. Martin, 'Folks, we have just crossed the line.'(Putting In Place the Right Board for the 21st Century)
September 22, 1996... KNOWING JIM MARTIN, I have no need to fashion a composite director endowed with every possible virtue for effective board service. For Jim has demonstrated them all: integrity, talent, and a dedication to doing his homework. Most importantly,...

A great director I served with: Robert F. Patton, his head was always in the game.(Putting In Place the Right Board for the 21st Century)
September 22, 1996... BOB PATTON was a great director. He practiced law for 30 years in Pittsburgh and was chairman of Union National Corp. (banking company) for six years. He was a director of Armstrong World Industries from 1976 to this year. I served with...

A great director I served with: the world is not filled with Cliffs. (pseudonym)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... THE INDEPENDENCE of directors is usually measured by familiar criteria: not employed currently or in the recent past by the company; no conflicts of interest; not engaged in business or professional relations with the company... and on and...

My first directorship. (milestone board appointment)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... That first board appointment is a milestone, and the governance experience that follows can be everything from "really fulfilling" to "gut-wrenching." FOR LOIS DICKSON RICE, an education policy expert at the Brookings Institution, her...

'I jumped at the chance to serve.' (accepting the first directorship position)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Five years ago, on the occasion of the 15th anniversary of DIRECTORS & BOARDS, Lodwrick M. Cook wrote one of the key articles for that special issue. At the time, he was chairman and CEO of Atlantic Richfield Co. Now he is Arco's chairman...

Director diversity: new dimensions in the boardroom. (reprint from Directors & Boards, Spring 1977)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... A DRAMATIC RENOVATION of the corporate boardroom is currently underway. It is so total that even the ectoplasms of yesterday's captains of industry, fixtures in most of our venerable boardrooms, will probably be forced to vacate their hallowed...

On the dynamics of group decisionmaking in high places. (reprint from Directors & Boards, Winter 1978)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... PEOPLE BEHAVE differently in groups than they do as individuals. Further, decisionmaking under stress can influence the outcome of the decision, and stress is an ever-present reality for nearly all corporate directors. In fact, stress is a...

Arnold Palmer on golf and business. (reprint from Directors & Boards, Winter 1983)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... I DON'T THINK there's ever been a golf course built that hasn't had some business conducted on it, whether it s a public golf course or a private country club such as Oakmont, Winged Foot, Augusta, or Olympic. Sometimes people ask me...

The director as a cultivator of management. (reprint from Directors & Boards, Winter 1984)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... HOW DO YOU REPRESENT the shareholder at the meetings of the board? Personally, I try to follow a variation of the Socratic method. I mainly ask questions. Of course, I try to avoid second-guessing the management. A company does not benefit...

Management by SMURF. (skill, motherhood, uncertainty, relativity, follow-through)(reprint from Directors & Boards, Spring 1984)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... PLANNING must recognize uncertainty. Boards don't like to, forecasters don't like to, go-getting operational managers don't like to, and all too often planners don't like to. The last is not that surprising because it's very difficult to say...

Have fun while you 'fiduce.' (fiduciaries should cultivate a sense of humor)(reprint from Directors & Boards, Spring 1984)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... SOME LESSONS learned over 24 years in boardrooms include: * Those who think they know it all are very annoying to those who do. * The most difficult thing in the boardroom is to know how to do a thing and watch -- without commenting...

Lessons for a rookie CEO. (chief executive officer)(reprint from Directors & Board, Summer 1984)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... IT STRIKES ME that in today's corporate world there are few corporate hierarchies -- even small ones -- that respond lockstep simply because an individual is anointed the CEO by a board of directors. There is a need to establish one's...

The building of a board. (finding directors and creating the structure for a corporate board)(reprint from Directors & Boards, Fall 1984)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... I SERVED on several outside boards and have found being an outside director was good for my ego -- but rather perfunctory. I haven't been required to do much and, as a consequence, have had trouble having an impact. As a result of this...

The promise and paradoxes of leadership. (reprint from Directors & Boards, Winter 1985)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... I'VE BEEN TALKING with PepsiCo management people about leadership because I believe it is the avenue, perhaps the only avenue, to the achievement of our personal and corporate goals. Frankly, the real limitation on our growth is not financial...

The board looks at itself. (reprint from Directors & Boards, Winter 1985)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... EVERY BOARD needs a way of assessing performance. Otherwise, it carries out its functions year after year without any real measure of effectiveness. The danger of foregoing such an exercise is that a board may be perpetuating ineffective...

The art of building a successful company. (reprint from Directors & Boards, Fall 1985)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... THE ART of building a successful company -- in fact, the art of being an entrepreneur in the first place, at least in high technology -- is in having an unshakable faith based on inadequate evidence. The reason is actually quite apparent: If...

How to fire a director. (reprint from Directors & Boards, Summer 1986)
September 22, 1996... MANY CEOS have to contend with unsatisfactory board members ranging from non-contributors to active irritants. Others inherit boards too large and cumbersome to be dealt with effectively. Amid today's heavy merger and acquisition activity,...

Getting results from board meetings. (reprint from Directors & Boards, Summer 1987)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... We subtitled Milt Lauenstein's article, "Put an end to the empty ritual with these practical approaches that can tap the energy and wisdom of your board." The article's objective was delivered in fine form by this consultant and corporate...

The 'big bang' for director liability. (Delaware Supreme Court decision on the Trans Union Corp. board of directors)(reprint from Directors & Boards, Fall 1987)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... One of the watershed governance court cases of the 1980s was Smith v. Van Gorkom, in which the Delaware Supreme Court, in a seeming refutation of the business judgment rule, held that the board of Trans Union Corp. breached its fiduciary duty of...

Leadership and the pursuit of excellence. (reprint from Directors & Boards, Summer 1988)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... As mentioned in our introductory note to D. Wayne Calloway's classic article (see page 104), we have always had a soft spot for the writings of a leader reflecting on leadership. If the author can get to the guts of what both the mythic as well...

What I look for in corporate performance. (reprint from Directors & Boards, Spring 1991)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Investment managers are typically so engaged in running their portfolios that very little intellectually substantive commentary on governance has ever appeared in our pages from this sector. A grand exception was Bill Miller's effective effort,...

The smart director. (information presentation and board of directors decision-making)(reprint from Directors & Boards, Spring 1993)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... The premise of Russell Palmer's article was that if you want directors to make good decisions, you have to give them good information. The value-added he brought to this subject was not only in examining what that information should be but in...

The power and the process. (change and corporate governance)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Paul Stern's article is a powerful call for revitalizing boards still constrained by old-style structure and tradition. It's a paragon of the "bread and butter" article that DIRECTORS & BOARDS has always specialized in -- substantial, provocative...

Problems with boards of small companies. (reprint from Directors and Boards, Fall 1994)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Harry Edelson's article was a big hit with our readers, and was even reprinted in The Wall Street Journal: It is a biting commentary on the dysfunctional behaviors that manifest themselves in the boardroom. Edelson is managing partner of Edelson...

The case for cash for directors. (reprint from Directors & Boards, Winter 1996)(Putting In Place the Right Board for the 21st Century)
September 22, 1996... Hoffer Kaback's article thoroughly demolishes the rationale for why companies should be required to pay their directors wholly or substantially in Stock. 'Politically correct' it is proudly not -- being as it is a bold counterpoint to the stance...