Directors & Boards articles from September 2002

Directors & Boards archives from September 2002

Always ask the next question. (Letter from the Chairman).(board directors need to challenge management by asking more questions)
September 22, 2002... A JUDGE ASKED the defendant why he had shot the condor. The defendant responded that his family had not eaten for several days and that the bird provided them with a much-needed meal. The judge accepted the man's explanation, gave him a minor...

I want my D&B!'. (Editor's Note).
September 22, 2002... IF MORE BOARD MEMBERS had been reading their personal subscriptions to DIRECTORS & BOARDS, we wouldn't have had an Enron, or an Adeiphia, or a WoridGom. How is that for an audacious statement? Pretty bold, for sure. Do I believe it?...

Governance kirisute: boards are better off studying East Asian history than governance checklists. (Quiddities).
September 22, 2002... PARTNERS IN accounting firms can be divided into two categories: mandarins and samurai. So holds the chairman of the International Accounting Standards Board, Sir David Tweedie, as reported in August by the Australian newspaper The Age. ...

Until proven guilty: ensuring that your D&O policy covers the costs of defending a criminal prosecution. (D&O Insurance Update).(directors and officers liability insurance)
September 22, 2002... ALTHOUGH NO IMAGES can possibly sear and scar like those from September 2001, during the month of September 2002 America was confronted by another set of jarring, almost unthinkable stories and pictures: indictments of a string of top...

The watchdog that did not bark: can corporate directors regain their reputations as reliable guardians? (Some Things Considered).
September 22, 2002... IN THE ROILING AFTERMATH of the recent corporate scandals, two questions persist: Exactly what happened, and who permitted it to happen? There is no shortage of villains: the accounting industry, which for years had been slipping megabucks...

Sitting ducks and decoys: responding to the increased involvement -- and exposure -- of audit committees as a magnet for company information. (Legal Brief).(complying with the Sarbanes-Oxley Act)
September 22, 2002... This is the first in a series of columns that will review the new responsibilities, the questions raised, and what boards should do to comply with the Sarbanes-Oxley Act. SECTION 301 of the SarbanesOxley Act contains many of the provisions...

Peculiar proposals; circa 1992: beware of many of the suggestions for remedying what is supposedly wrong with governance. (In Memoriam).(Excerpt)
September 22, 2002... Ed. Note: During his 20 years as its chief executive, Edmund Pratt transformed Pfizer from "a diversified manufacturing company to a research-based pharmaceutical company' stated current Pfizer CEO Henry McKinnell in Mr. Pratt's New York Times...

Building Public Trust: The Future of Corporate Reporting. (Director Library).(Book Review)
September 22, 2002... WORKS OF FICTION commonly reflect the identity of our demon du jour; in the past, we as a culture have periodically blamed our problems on greedy used-car salesmen, greedy attorneys, greedy Wall Street dealmakers, and greedy politicians. Today,...

Why CEOs fail: there are surprisingly common themes in the tales of chief executives who lead a company into troubled waters. (Performance Evaluation).
September 22, 2002... THESE DAYS IT SEEMS one can hardly pick up a newspaper or click onto CNN without seeing a white-collar "perp walk" or a new report on a financial fiasco. The storyline is all too familiar: Corporate chiefs, lionized during the bull market, have...

Winning back the public's trust. (Governance Reform).(interview of Peter G. Peterson of the Conference Board Commission on Public Trust and Private Enterprise)(Interview)
September 22, 2002... 'I don't have any doubt at all that the compensation issue is one of the driving forces in this rapid decline in public trust.' A conversation with Peter G. Peterson on the reform movement afoot to restore confidence in business...

Seeing around corners: spotting problems before they become catastrophes is the special talent that directors have always needed, and will need even more so in the future. (Governance Leadership).
September 22, 2002... A FEW BAD APPLES? Enron, Rite-Aid, Waste Management, Sunbeam, WorldCom, ImClone, Xerox, Tyco, Adelphia, Global Crossing, Computer Associates, Cendant, Homestore, MicroStrategy.... The overwhelming majority of CEOs and directors whom I have...

Principles-based behavior for boards. (Duties of Directors).
September 22, 2002... It would a real shame for directors to focus exclusively on the new rules and miss the broader principles that will form a more lasting foundation for good corporate governance. LEROY "SATCHEL" PAIGE has been quoted for three rules to live...

The street wakes up to governance. (Investor Accountability).(Wall Street analysts will be placing more focus on corporate governance will making investment recommendation)
September 22, 2002... Investors are going to demand some reassurance that effective governance practices are in place to protect them from Enron-like outcomes. Are you ready for the analysts' newfound interest and in-depth scrutiny? WITHOUT A DOUBT, the level...

Be smart in your litigation defense: avoid the common mistakes that not just make for an inefficient defense when you are in litigation but can be a recipe for disaster. (Boards and Litigation).
September 22, 2002... WE'RE BEING SUED. Sooner or later, every corporate counsel has to announce that news to management. What follows, typically, is a well-rehearsed drill: In-house counsel reviews the complaint, talks to the employees who dealt with the plaintiff,...

Personal loans get the legislative boot: what directors need to know about the personal loan prohibition contained in the Sarbanes-Oxley Act of 2002. (Executive Loans).
September 22, 2002... THE SARBANES-OXLEY ACT of 2002 was enacted in response to the financial and corporate governance scandals that have surfaced in the last year. The Act is the most comprehensive federal statute in the field of securities regulation in more than...

Is a futures committee in your future? (Corporate Strategy).
September 22, 2002... A futures committee shines the spotlight on the question of whether the strategies that made a company successful in the past will continue to do so in the future. Help Wanted: Join the audit committee of a public corporation. Long working...

Advisory support for the board. (Board Processes).(engagement of ongoing advisors can be beneficial to boards of directors )
September 22, 2002... INVESTORS, regulators, exchanges, the courts, directors and officers insurance providers, and the press are expecting all directors to exercise greater diligence in their responsibilities. These concerns are growing as evidence of financial...

Keeping the CEO 'on target': there are ways to conduct the CEO evaluation so that the CEO can be comfortable participating and the board can be candid.
September 22, 2002... CORPORATE GOVERNANCE has received a nasty, slow-healing black eye this past year. The exodus of chief executive officers from Enron, Tyco, WorldCom and other companies is symptomatic of big trouble at the top. Investors and employees, to name...

A pivotal role for a nonexecutive chairman: to succeed in a restructuring situation, there is a strong case to be made for engaging an outside chairman. (Spencer Stuart - Governance Letter).
September 22, 2002... FOR COMPANIES working to get back on track following a restructuring, there is a vast menu of complex issues to deal with: internal issues that relate to employees and the day-to-day business as well as external issues that relate to creditors,...

Directors Roster: in affiliation with Spencer Stuart--a quarterly record of new director appointments. (Spencer Stuart/Directors & Boards Directors Roster).
September 22, 2002... THE WELL-PUBLICIZED cases of corporate malfeasance have prompted the codification of standards by each of the major exchanges to strengthen corporate governance oversight and to enhance accountability and transparency of its traded companies....

The Directors Roster. (Director Spotlight).
September 22, 2002... The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar...

Spencer Stuart/Directors & Boards Directors Roster. (A - K).(a list of new board members for several corporations)
September 22, 2002... A.C. MOORE ARTS & CRAFTS INC. Blackwood, NJ has added to its board: Eli J. Segal Bio Notes: Has significant public service experience. From 1997-2000 was president and CEO of Welfare to Work Partnership. Formerly was CEO of...

Spencer Stuart/Directors & Boards Directors Roster. (K - Z).(a list of new board members at several corporations)
September 22, 2002... LARSCOM INC. Milpitas, CA has added to its board: Allen R. Adams Bio Notes: Has more than 28 years of experience in the telecommunications industry. Most recently served as director and general manager of the broadband...

Simple, commonsense governance principles: some, apparently, too simple to apply. (Endnote).(corporate governance)
September 22, 2002... THE COLLAPSES of Enron, WorldCom, et al. and a close inspection of their non-working boards have many of us scrambling to find easy answers, but of course there are none. The malady is not limited to telecommunication companies, dot-coms,...