Directors & Boards articles from September 2004

Directors & Boards archives from September 2004

American leadership.(LETTER FROM THE CHAIRMAN)
September 22, 2004... AS I HAVE DONE for the past several years, I spent the month of August at my home in the south of France where I live in a community made up largely of Europeans, mainly French. Although they disagree, often vociferously, with American foreign...

The art of it all.(EDITOR'S NOTE)(Book Review)
September 22, 2004... ROD SERLING, narrator and creator of the classic television series "The Twilight Zone," would often introduce an episode of the show by saying, "Submitted for your approval...." Well, I submit for your approval the following suggestion: Add to...

To split or not to split: Roger, Henry, Bunkie, and Lee ... in boardroom blackjack.(QUIDDITIES)(Roger M. Blough, Henry Ford II, Semon E. Knudsen, Lee Iacocca)
September 22, 2004... IN BLACKJACK, only a blockhead--or an expert--ever splits 10s. A wrinkle: To camouflage his skill, sometimes a top-notch player intentionally won't split 10s when he knows he should, or will split them when he knows he shouldn't. This...

A rundown on D & O run-off insurance: what is it, when would you need it, and how do you get the best coverage?(D & O INSURANCE UPDATE)
September 22, 2004... YOUR COMPANY, MiniTech Inc., is about to be acquired by Titan Tech Corp. Among the many issues that must be negotiated by the parties to the transaction--whether it is a merger, sale of assets, or change of control ("acquisition")--is the...

Flat sales, flat board: there's no fizz in the way Coca-Cola's directors have been acting of late.(SUTTON'S LAWS)
September 22, 2004... MOST OF COCA-COLA'S profits come from selling caffeinated sugar water to teenagers. But a majority of the Coke board is way overdue for Social Security, and that's one reason this company got confused. Always a solid business, Coca-Cola...

Neither an auditor nor an editor be: how directors should approach their role in reviewing periodic reports.(LEGAL BRIEF)
September 22, 2004... IT IS NO SURPRISE that now, more than ever, regulators and investors are more carefully scrutinizing the accuracy and adequacy of the SEC filings made by public companies--and in particular their annual and quarterly reports. Directors,...

The directors' intelligence link: as the definition of what constitutes governance expands, so too will the board's reliance on the investor relations officer.(GUEST COLUMN)
September 22, 2004... DESPITE NEGATIVE press reports about inbred boards of public companies, the number of independent directors is actually on the increase. According to a recent study of 1,500 companies conducted by the Investor Responsibility Research Center,...

The Ultimate Board Member's Book.(DIRECTOR LIBRARY)(Book Review)
September 22, 2004... The Ultimate Board Member's Book By Kay Sprinkel Grace Published by Emerson & Church Publishers, Medfield, Mass., 114 pages, $24.95 WHEN IS the last time you read a book with 41 chapters? If you are new to a directorship of a...

The critical difference: business leaders and investors more than ever believe that companies with the best governance will be the best-performing companies. The foundation for corporate governance is a commitment to ethical behavior.(ORGANIZATIONAL LEADERSHIP)
September 22, 2004... I'M TOLD THAT when the Lord was driving Adam and Eve out of paradise into the brutal world before them, Adam turned to his mate and observed, "Eve, I think things are going to change." And things have been changing ever since. Because of...

Dissidents, and dissent, in the boardroom: greater shareholder say in director elections is a looming prospect. What will this mean for the culture of board process and interaction--and will boards need a new 'etiquette' for handling dissent?(BOARD DYNAMICS)
September 22, 2004... IN AUGUST 1996, U.S. Surgical Corp. initiated a hostile takeover bid for Circon Corp., a smaller competitor in the medical devices market. What resulted next was a two-year siege for control of the company that finally ended in October 1998...

When it's time to say, 'stop this bus!': directors must track problems and take action at an early stage. Here are warning signs that should make you question whether the company is going in the right direction.(CRISIS MANAGEMENT)
September 22, 2004... CORPORATE BOARD MEMBERS sit in stewardship roles with responsibility to hire and oversee management. For their part, management is charged with generating shareholder value and conducting themselves in compliance with a myriad of laws and...

Women as directors: the 'inside' story; Looking beyond the number of women serving as outside directors to the number serving as inside directors, a startling statistic emerges--only about 2.5% of all insiders are women.(BOARD DIVERSITY)
September 22, 2004... A FEW YEARS AGO, we examined the number of women serving as CEOs and board members for Fortune 500 companies during the 10-year period between 1987 and 1996. The number of women CEOs did not change during that period; only two women served in...

Selecting an internal candidate for CEO: this process will take some of the 'crap shoot' out of determining whether your internal CEO candidates are viable successors.(SUCCESSION PLANNING)
September 22, 2004... SELECTING THE NEXT chief executive officer is arguably the most important decision a board of directors must make. Many maintain that it is also the most difficult decision because it often relies on a process that generates too little useful...

Safe passage in approving pay plans: executive pay decisions are ending up in court. Here are processes for a compensation committee to implement to make appropriate decisions and help shield itself from liability.(COMPENSATION COMMITTEE)
September 22, 2004... EXECUTIVE COMPENSATION has been a lightning-rod issue since at least the early 1990s, the beginning of the current "modern era" of interest in corporate governance. Directors are now, in a wide range of contexts, being forced to defend...

Directing mutual funds: drama without tragedy; How a mutual fund board can garner 'two thumbs up' for its performance.(MUTUAL FUND BOARDS)
September 22, 2004... 'LIGHTS! CAMERA! ACTION!" These are not the traditional sounds heard in the mutual fund boardroom. Yet spotlights focused on the industry during the past year have revealed heroes and villains in venues far from Broadway or Hollywood. And the...

A director's guide to D & O insurance: today, increased competition for D & O premium dollars is creating an opportunity for board members to lower their rates, increase their coverage, and negotiate on key terms and conditions.(REPORT ON D & O INSURANCE)
September 22, 2004... OVER THE PAST YEAR, changes have been afoot in the directors and officers (D & O) liability insurance market, and these changes have implications for every board member. The two most significant changes have been the "softening" of the...

Crafting the pay of non-CEO chairmen: with the number of non-CEO chairmen expected to increase, boards and compensation committees must arrive at a more complete understanding of how individuals in this role are paid.(COMPENSATION)(chief executive officer)
September 22, 2004... NON-CEO CHAIRMAN PAY is one of the least studied topics in the executive compensation field. As more U.S. companies elect to separate the duties of the chairman of the board from those of the chief executive officer, boards will need to...

Under scrutiny: governance in Canada; U.S. practices are having a significant impact, and other distinctive initiatives are under way to protect investors and rebuild confidence in the country's capital markets.(GLOBAL GOVERNANCE)
September 22, 2004... CORPORATE GOVERNANCE in Canada is under intense scrutiny. Like the U.S. Securities and Exchange Commission, Canadian securities regulators have been in an unprecedented regulatory frenzy in the aftermath of the Enron scandal. Corporate...

The new rigor in director recruiting: a more thoughtful search process, such as the 10-step methodology recommended here, will result in a more cohesive and effective board.(SPENCER STUART GOVERNANCE LETTER)
September 22, 2004... AMONG THE MANY EFFECTS on corporate governance wrought by the wave of regulatory reform is the renewed focus on the effectiveness and independence of the board and the recruitment of directors. No longer is a director position easily filled...

Directors roster: a quarterly record of new director appointments sponsored by Spencer Stuart.
September 22, 2004... 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 Spencer Stuart. Please forward your...

Company index.(DIRECTORS ROSTER)
September 22, 2004... 3Com Corp. A.C. Moore Arts & Crafts Inc. AAR Corp. ACE Cash Express Inc. Advance Auto Parts Inc. Advanced Energy AirNet Communications Corp. Allied Motion Technologies Inc. Allied Waste Industries Inc. ...

Directors index.(DIRECTORS ROSTER)
September 22, 2004... Allcott, Wayne G., Viad Corp. Allyn, Robert, ACE Cash Express Inc. Baker, Thomas E., CTG Resources Inc. Barmore, Greg, ICO Inc. Beard, Eugene P., Catalina Marketing Corp. Bennett, Stephen, Sun Microsystems Inc. ...

Beyond the wider net: as the 'sitting CEO' model of board composition ceases to be the dominant form, the future challenge is not just finding the right replacements but finding the right combination of people who will interact in the right way.(ENDNOTE)(chief executive officer)
September 22, 2004... BECAUSE OF THE TURBULENCE we've gone through in the last few years, we are now learning that checklists and boardroom protocols, while useful, don't ensure effective governance. What does work is the presence of a highly engaged group of people...

The Goizueta Directors Institute at Emory University.
September 22, 2004... Now in its second year, the Goizueta Directors Institute at Emory University has created a unique forum for board members and officers of publicly traded companies. The Institute seeks to be as dynamic as the corporate governance environment in...

Comments from the proceedings of the 2004 Goizueta Directors Institute.(Brief Article)
September 22, 2004... Corporations in this country can be held criminally responsible for the wrong-doing of their employees or agents. I think the heyday of stock options for directors is probably over. They're not going to disappear altogether, but they will...

Agenda.
September 22, 2004... Welcome Session "Board Dynamics: Forging a New Culture of Oversight and Entrepreneurship" Thomas S. Robertson, Dean, Goizueta Business School, Emory University Mike Eskew, Chairman and CEO, UPS Charles Elson, Chair in...

Executive summary.
September 22, 2004... The Enron-era corporate abuses were of such magnitude that the public demanded concrete structural reforms, which Congress delivered via the Sarbanes-Oxley Act of 2002, the most dramatic shift in corporate governance since the Securities Acts...

The new paradigm.
September 22, 2004... Directors and the companies on whose boards they serve are in a new era of corporate governance. The response by regulators to the abuses of Enron and other scandal-stricken companies was sweeping and swift. Today's directors are now faced with...

Creating effective oversight.
September 22, 2004... There is a need for effective corporate oversight. Regulators and the investing public have lost faith in the lassez-faire system upon which they place blame for Enron and the other recent corporate scandals. Companies are struggling to regain...

Major issues on the horizon.(executive compensation)
September 22, 2004... Despite the substantial progress that has been made since the passage of Sarbanes-Oxley in July 2002, some corporate governance issues remain unresolved. This is due in part to the ongoing experimentation of companies to find the proper...