Directors & Boards articles from September 1999

Directors & Boards archives from September 1999

LETTER FROM THE CHAIRMAN.(Brief Article)
September 22, 1999... Evaluations should have consequences As I WRITE THIS Publisher's Letter, I have just completed another questionnaire soliciting my views regarding the functioning of a board on which I serve. CEO evaluation is now commonplace, but the...

Remembering Bob Mueller.(Obituary)(Brief Article)
September 22, 1999... WHEN I PUBLISHED Bob Mueller's article "A Cure for Unprofessional Board Syndrome" in the Summer '99 issue, I was not anticipating it to be the endnote to a wonderful body of literature of Bob's that we have published over the years. I knew Bob...

The strange nature of 'fiduciary outs'.(Brief Article)
September 22, 1999... Forget traditional notions of contract law when it comes to merger agreements. A "FIDUCIARY OUT" in merger agreements permits a seller to negotiate with a new bidder that tops the price of the buyer with which that seller has already...

Ideas about governance: The bad and the good.(Brief Article)
September 22, 1999... There are ideas whose time has not yet come, and others whose time should never come. As THE MILLENNIUM approaches, lists of the "best and worst" appear everywhere. What are the best and worst ideas about directorship? Well, one good thing...

E=[mc.sup.2]: Equation for an exceptional-value policy.(Brief Article)
September 22, 1999... Negotiate, negotiate, negotiate your off-the-shelf D&O liability policy - and you can more than double its value. WHAT PROVISIONS should be changed, deleted, or added to so dramatically enhance a policy's value? Although the full list is...

A threat of additional liability.(Brief Article)
September 22, 1999... The SEC wants to increase the amount of information available to investors. Beware potential pitfalls. SINCE ITS ISSUANCE in November 1998, the SEC's "Aircraft Carrier Release" -- which constitutes one of the most significant collections...

The shareholder letter paradox.(Brief Article)
September 22, 1999... Looking for -- and not finding -- traces of leadership in the annual shareholder letter. IN FOUR YEARS of surveying shareholder letters, we've seen the good, the bad, and the quickly forgotten -- unfortunately, most of them falling in the...

Aligning Pay and Results.(Review)
September 22, 1999... Published by AMACOM, New York, 324 pages, $35.00 AS ITS SUBTITLE suggests, Aligning Pay and Results: Compensation Strategies that Work from the Boardroom to the Shop Floor is an ambitious effort to cover in a single volume the subject of...

Saving Big Blue.(Review)
September 22, 1999... Published by McGraw-Hill, New York, 309 pages, $24.95 IN 1992, IBM CORP. lost almost $5 billion, the biggest blow ever suffered up until then by an American company. Once the undisputed leader of the world's fastest-growing and most...

Mike Armstrong's principles of leadership.
September 22, 1999... Here is what the chairman and CEO of AT&T thinks is important for people to know about leading an organization today. C. MICHAEL ARMSTRONG disappeared for 90 days immediately after being named AT&T Corp.'s new chairman and CEO in October...

Talking governance with Mike Armstrong.
September 22, 1999... IN AN INTERVIEW with DIRECTORS & BOARDS conducted in 1981, Peter Drucker was asked what advice he gives to a new CEO. His answer: Make a big move, and make it quickly. Here is the management guru's own inimitable observation on the subject:...

How to avoid firing your CEO.
September 22, 1999... Noticing signs of potential trouble early on can help a board save time, expense, and, hopefully, the incumbent CEO. HOW TO AVOID firing your CEO is a timely subject -- especially when the annual rate of CEO terminations is exceeded only by...

Rediscovering advisory boards.
September 22, 1999... Successful advisory boards don't just happen. They are strategically planned, carefully created, and closely managed. Here are steps that can help you form an advisory board that will add value to your company. WHEN J.P. MORGAN'S CEO,...

Expanded roles for the CEO.
September 22, 1999... To raise shareholder returns and business performance, boards should encourage their CEOs to take on several new roles. IN THE SAME WAY that world records continue to fall and average competitive performance improves in almost all fields of...

Ten rules for effective audit committees.
September 22, 1999... None of these practical 'rules of the road' focuses on committee member credentials, adds to the catalog of formal committee tasks, or requires the preparation of formal certifications or reports. ON FEBRUARY 8, 1999, the Blue Ribbon...

Crafting an executive stock purchase program.
September 22, 1999... Why ESP programs are seen as effective and attractive by shareholders, directors, and senior management alike, and what makes a company a good candidate for such a program. FOR YEARS, Corporate America has tried various approaches designed...

Board oversight of capital expenditures.
September 22, 1999... Issues for the director to consider in assessing management's intentions for deploying capital. THE SCENE IS SET. Nine directors sit around an oval-shaped table. The board meeting, which began at 10 a.m., is now well into its fifth hour....

A CEO reshapes a board for a new 'gestalt'.
September 22, 1999... As health care organizations merge, how can they build a board that supports the new mission? THE CLIMATE of consolidation continues to transform every major industry, and health care is of course no exception. As they undergo major...

Directors Roster.(Brief Article)
September 22, 1999... In affiliation with Spencer Stuart -- a quarterly record of new director appointments THE MAKEUP of American corporate boards is increasingly reflecting the global business economy. According to a just-released Conference Board survey,...

George M.C. Fisher.
September 22, 1999... Eastman Kodak's CEO accepts a Delta Air Lines directorship as he winds down from a six-year restructuring workout at the film products company. IN THE LOBBY leading to the chairman's office of Eastman Kodak Co. is a replica of the torch...

Linda Srere.
September 22, 1999... TheStreet.com, a pioneer Internet news service and one of this year's high-profile IPO's, signs up a brand-building, business-getting heavyweight for its board. LINDA SRERE'S first boss knew it right away. After graduating from college,...

The Bard addresses the board on CEO succession.
September 22, 1999... "O gentlemen, the time of life" -- and a CEO'S time on stage -- "is short." William Shakespeare had much to say to the 21st century board member. This, of course, comes as no surprise since at the root of most board issues is people --...