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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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Little attention and no respect.(chief executive officers)(Brief Article)
September 22, 2000... HALF THE CEOs of large companies have been in their jobs for less than three years. In today's rapid-fire economy, a chief executive often is only as good as his last quarter. One strike may be all a CEO gets as evidenced by top-level turnover...
Archived wisdom.(Brief Article)
September 22, 2000... IT CAN BE both a blessing and a curse to be editor of a journal such as this for close to 20 years. The blessings are many, not the least of which is the "institutional" knowledge that one accumulates over that time of the issues, events, and...
When deals go sour II.(Brief Article)
September 22, 2000... Remembering, at voting time, those 'wonderful folks' on the board who gave shareholders a bum acquisition.
MY LAST COLUMN, "When Deals Go Sour" (DIRECTORS & BOARDS, Summer 2000), focused on board accountability for acquisitions that,...
Teaming up with the team.(Chief executive officers and team building)(Brief Article)
September 22, 2000... What the board should do to determine, before it's too late, if the CEO has no talent for team-building.
IN RECENT YEARS the corporate CEO has become the personification of the business enterprise, a central character on the American stage,...
How to eliminate EPLI coverage gaps.(employment practices liability insurance)(Brief Article)
September 22, 2000... Negotiate your employment practices liability insurance policy to dramatically enhance its coverage.
IN MY LAST COLUMN ["Think Dual Coverage," Summer 2000], I alerted you to the fact that if you focus solely on directors' and officers'...
Warning lights: Finding the perfect prince, Act 2.(choosing chief executive officers)(Brief Article)
September 22, 2000... Excessive ambition, peripheral vision, and other danger signs to warn you away from certain candidates.
THE MOST CRITICAL JOB of any board member is choosing the company's CEO and top staff. "'Tis true that we are in great danger,"...
A workable audit committee charter.(Brief Article)
September 22, 2000... A sound charter for the audit committee should serve to protect a company and its board.
IN AN EARLIER COLUMN, we promised to discuss the development of meaningful audit committee charters in the wake of new Securities and Exchange...
You choose your future.(Brief Article)
September 22, 2000... The Information Age requires boards to spend more time probing for dysfunctional business models.
RECENTLY I was one of three consultants asked by a national business magazine to examine a publicly traded firm that was in desperate straits...
The Board Book.(Brief Article)(Review)
September 22, 2000... Published by AMACOM, New York, 320 pages, $35.00
SUSAN SHULTZ has undertaken a noble task in attempting to set down some of the more important considerations in creating, maintaining, or otherwise dealing with corporate boards. Her book is...
Corporate Fraud Investigations and Compliance Programs.(Brief Article)(Review)
September 22, 2000... Published by Oceana Publications Inc., Dobbs Ferry, N.Y., 359 pages, $110.00
A CRIMINAL investigation and prosecution can have a devastating effect on a corporation: -- Management, who themselves may face criminal prosecution, may be...
Paul Volcker: Corporate Director, Public Servant.
September 22, 2000... It's been 13 years since his historic chairmanship of the Fed, and Paul Volcker is now, of all things, bumping up against age limits for corporate directors. A discussion about life and issues in the global financial realm and in the public...
As directors approach the 'zone of insolvency'.
September 22, 2000... Long before Chapter 11, a director must exercise extreme caution when a corporation even begins to exhibit signs of financial distress. There are numerous steps that directors can take to substantially reduce their risk of liability.
IT IS...
Deliberating on dividend policy.(Statistical Data Included)
September 22, 2000... Dividend policy's most important uses are to: (1) return excess cash to shareholders; (2) effectively manage the company's cash needs and capital structure; and (3) credibly signal shareholders about future earnings prospects. The...
Ed Woolard: A life in governance.(Brief Article)
September 22, 2000... He was an agent of change both within his own company's board and as a director on other 'hot seat' boards. Now his activist spirit is spurring the ambitions of a new academic initiative in the governance field.
EARLIER THIS YEAR, a group...
Whose company is it anyhow?
September 22, 2000... AS PART OF THE opening week launch in August of the Center for Corporate Governance at the University of Delaware, Charles Elson presented a panel discussion for his students and faculty and administration colleagues. Elson, the Edgar S....
CEO stock ownership: Goals that make sense.(Brief Article)
September 22, 2000... Is this happening at your company: Executives exercising their stock option, liquidating their position, and not holding the underlying stock? If so, here is some counsel on setting stock ownership guidelines.
AS WITH THE stock market...
The director's role in strategy development.
September 22, 2000... Despite inherent difficulties presented by board/management dynamics, many boards do a great job in ensuring a successful strategy. What do effective boards do?
WHILE CEOs RECOGNIZE that developing "the right" strategy is extremely...
Today's 'state of play' of governance practice.
September 22, 2000... Drawing from the 15th annual Spencer Stuart Board Index, here are highlights of how leading companies are approaching the challenges of board composition, compensation, and director recruitment.
THE YEAR 2000 provides an opportunity, a...
Directors Roster.(Brief Article)
September 22, 2000... In affiliation with Spencer Stuart -- a quarterly record of new director appointments
CERTAINLY BY NOW the 212 newly elected directors in this most recent quarter have attended their first board meeting at the 186 companies featured in...
Leroy Hood.(Lynx Therapeutics Inc.)
September 22, 2000... Former Bill Gates-backed biotechnology pioneer joins the board of Lynx Therapeutics as it takes the next leap in genomics discoveries.
IN 1992, VISITING SPEAKER and renowned biotechnologist Dr. Leroy Hood -- widely considered a founding...
Robert E. Knowling Jr.
September 22, 2000... Three admiring suitors, one reluctant target -- how a senior technology executive was wooed and won for a trio of board openings.
IT WAS DURING one of the most unlikely times and places that Robert E. Knowling Jr. got a request to join a...
Doing an IPO: What really matters.(Conoco Inc.)
September 22, 2000... Some important truths about taking such a significant step in a company's history.
THE MOMENT our company had dreamed of for so many years became a reality on Oct. 22, 1998, when Conoco's stock began trading on the New York Stock Exchange....