Corporate Board articles from January 2004

Corporate Board archives from January 2004

Facing our corporate governance mistakes.
January 1, 2004... Why did corporate governance fail us so badly over the past several years? Was it management, corporate directors, investors, auditors, or regulators? All of the above, plus a few more says Harvey Pitt, former chairman of the Securities and...

"Shareholder democracy": what will it mean?
January 1, 2004... In October, the Securities and Exchange Commission proposed the most sweeping shareholder proxy ballot access changes in decades. The new rule would allow investors to directly nominate board candidates for proxy election. Some critics say the...

Succession management and the board.
January 1, 2004... Superlative executive talent planning has become a very necessary, yet very volatile, element of corporate success. The board's duty to ensure sound CEO succession has grown more crucial, and is extending deeper into the ranks of management...

The "share price game".
January 1, 2004... A key driver of the past few years' corporate scandals was an urgent need to keep the stock price up by any means necessary, often through illicit manipulation of corporate earnings. Though some of these tricks are highly complex, many are...

Can fairness opinions protect the board from liability?
January 1, 2004... Major corporate deals have become a magnet for director liability, with even well-handled transactions proving vulnerable to lawsuits. A "fairness opinion" is a must for safely completing any deals today but, as the author shows, all fairness...

Company accountants are proving a valuable aid to the board.(Audit)(Brief Article)
January 1, 2004... When it comes to ensuring sound corporate governance practices, executives agree they cannot go about it alone. In a nationwide survey, 77 percent of respondents said their companies' accountants are working with departments throughout the firm...

New firm will seek to recruit women directors.(Boardroom Composition)
January 1, 2004... In response to the need for independent directors, eight prominent businesswomen in October formed a new company, The Directors' Council, to help corporate boards identify and recruit new independent directors, primarily from the ranks of women...

New SEC rules will affect board nominating committees.(Boardroom Composition)
January 1, 2004... In November, the Securities and Exchange Commission adopted rules to improve disclosure to investors regarding the nominating committee processes of public companies and how security holders may communicate with directors at the companies in...

Board candidates are turning down directorships at double the rate of last year.(Compensation & Recruitment)
January 1, 2004... Due to the increased liability of serving on corporate boards, 23 percent of board directors on Fortune 1000 companies in the Americas turned down additional board roles in 2002, compared to only 13 percent the previous year, according to...

Board members give mixed reviews to governance reforms.(Governance Practice)
January 1, 2004... Corporate directors doubt that extensive shareholder involvement in how companies are run would help (and believe that it could hinder) efforts to improve corporate governance, according to a survey by executive compensation consultants Pearl...

Survey finds most companies have not budgeted for Sarbanes-Oxley compliance.(Liability & Litigation)
January 1, 2004... As companies struggle to adhere to the Sarbanes-Oxley Act to make corporate governance more transparent, a survey by Gartner, Inc. shows many companies have not budgeted the proper resources to achieve this compliance. Approximately 85...

CFOs say that pension plan performance is now a board-level issue.(Pensions & Benefits)(chief financial officers)
January 1, 2004... Pension plan financial performance is now a board-level issue in almost 90 percent of major U.S. companies, according to a Towers Perrin survey of chief financial officers of Fortune 1000 companies that sponsor defined benefit pension plans....

Five years ago in The Corporate Board.(Retrospectives)
January 1, 2004... Creating shareholder value as the preeminent priority of corporate management is a sound concept, an article of faith in the financial system of the United States, now spreading all over the globe. Only the mutual fund industry seems to be...

Ten years ago in The Corporate Board.(Retrospectives)
January 1, 2004... Increasingly, directors and investors feel that executives should own their stock for the long term, to truly have their interests aligned with shareholders. Directors in these companies also believe executives should invest their own money,...

Books received.
January 1, 2004... How To Run a Company. Dennis Carey and Marie-Caroline von Weichs. Crown Business. $27.50. A broad collection of essays on corporate leadership from such authorities as Merck's Raymond Gilmartin, John Smale, Ira Millstein and Harvey Golub. ...

Spoken & written: articles & speeches.
January 1, 2004... In the 1990s, major perverse incentives were created by misconceived bonus and stock-option schemes that tied executive compensation to short-term jumps in financial performance. That CEOs with the job security of soccer coaches may be tempted...

Avista Corporation.(Directors' register: recent board elections)(Michael L. Noel elected)(Brief Article)
January 1, 2004... Avista Corporation has elected to its board Michael L. Noel, president of Noel Consulting Company, Inc. and former senior vice president and chief financial officer of Edison International.

Balchem Corporation.(Directors' register: recent board elections)(Elaine R. Wedral elected)(Brief Article)
January 1, 2004... Balchem Corporation has elected to its hoard Dr. Elaine R. Wedral, president of Nestle's Research and Development, Food Service Systems.

C.R. Bard, Inc.(Directors' register: recent board elections)(Theodore E. Martin elected)(Brief Article)
January 1, 2004... C.R. Bard, Inc. has elected to its board Theodore E. Martin, former president and chief executive officer of Barnes Group Inc.

Burger King Corporation.(Directors' register: recent board elections)(Peter R. Formanek elected)(Brief Article)
January 1, 2004... Burger King Corporation has elected to its board Peter R. Formanek, director of Borders Group, Inc., The Sports Authority, Inc. and Perrigo Company.

Carpenter Technology Corporation.(Directors' register: recent board elections)(Peter N. Stephans and Martin Inglis elected)(Brief Article)
January 1, 2004... Carpenter Technology Corporation has elected to its board Peter N. Stephans, chairman and chief executive officer of Trigon Incorporated, and Martin Inglis, former senior executive of Ford Motor Company.

Colonial Properties Trust.(Directors' register: recent board elections)(John W. Spiegel elected)(Brief Article)
January 1, 2004... Colonial Properties Trust has elected to its board John W. Spiegel, vice chairman and chief financial officer of SunTrust Banks, Inc.

CONSOL Energy Inc.(Directors' register: recent board elections)(James E. Altmeyer elected)(Brief Article)
January 1, 2004... CONSOL Energy Inc. has elected to its board James E. Altmeyer, Sr., president of Altmeyer Funeral Homes, Inc. and former member of the West Virginia House of Delegates.

Deluxe Corporation.(Directors' register: recent board elections)(Mary Ann O'Dwyer elected )(Brief Article)
January 1, 2004... Deluxe Corporation has elected to its board Mary Ann O'Dwyer, chief financial officer and senior vice president of finance and operations of Wheels Inc.

Electronic Arts Inc.(Directors' register: recent board elections)(Robert Pittman elected)(Brief Article)
January 1, 2004... Electronic Arts Inc. has elected to its board Robert Pittman, former chief operating officer of AOL Time Warner Inc. and former president and chief operating officer of America Online, Inc.

Family Dollar Stores, Inc.(Directors' register: recent board elections)(Edward C. Dolby elected)(Brief Article)
January 1, 2004... Family Dollar Stores, Inc. has elected to its board Edward C. Dolby, president of Edward C. Dolby Strategic Consulting Group LLC.

Federal Signal Corporation.(Directors' register: recent board elections)(Robert M. Gerrity and Robert S. Hamada elected)(Brief Article)
January 1, 2004... Federal Signal Corporation has elected to its board Robert M. Gerrity, former executive of Ford Motor Company and New Holland NV, and Robert S. Hamada, former dean of the University of Chicago Graduate School of Business.

First Albany Companies Inc.(Directors' register: recent board elections)(Arthur J. Roth and Carl P. Carlucci elected)(Brief Article)
January 1, 2004... First Albany Companies Inc. has elected to its board Arthur J. Roth, former New York state commissioner of taxation and finance, and Carl P. Carlucci, executive vice president and chief financial officer of the University of South Florida.

Fluor Corporation.(Directors' register: recent board elections)(Joseph Wilson Prueher elected)(Brief Article)
January 1, 2004... Fluor Corporation has elected to its board Admiral Joseph Wilson Prueher, consulting professor at Stanford University's Institute of International Studies and senior advisor on The Preventive Defense Project.

Foamex International Inc.(Directors' register: recent board elections)(Raul ValdesFauli elected)(Brief Article)
January 1, 2004... Foamex International Inc. has elected to its board Raul Valdes-Fauli, partner at Steel, Hector & Davis LLP.

FPIC Insurance Group, Inc.(Directors' register: recent board elections)(John G. Rich elected)(Brief Article)
January 1, 2004... FPIC Insurance Group, Inc. has elected to its board John G. Rich, partner with Rich Intelisano LLP.

Group 1 Automotive, Inc.(Directors' register: recent board elections)(J. Terry Strange elected)(Brief Article)
January 1, 2004... Group 1 Automotive, Inc. has elected to its board J. Terry Strange, former global managing partner and vice chairman of KPMG L.L.P.

Harrah's Entertainment, Inc.(Directors' register: recent board elections)(Christopher J. Williams elected)(Brief Article)
January 1, 2004... Harrah's Entertainment, Inc. has elected to its board Christopher J. Williams, chairman and chief executive officer of The Williams Capital Group LP and Williams Capital Management LLC.

HCA Inc.(Directors' register: recent board elections)(C. Michael Armstrong elected)(Brief Article)
January 1, 2004... HCA Inc. has elected to its board C. Michael Armstrong, chaiman of Comcast Corporation.

International Paper Company.(Directors' register: recent board elections)(Martha Finn Brooks elected)(Brief Article)
January 1, 2004... International Paper Company has elected to its board Martha Finn Brooks, president of Alcan Rolled Products Americas and Asia and vice president of Alcan Inc.

Intraware, Inc.(Directors' register: recent board elections)(Raymond L. Ocampo Jr. elected)(Brief Article)
January 1, 2004... Intraware, Inc. has elected to its board Raymond L. Ocampo, Jr., former senior vice president, general counsel and secretary of Oracle Corporation.

Lucent Technologies Inc.(Directors' register: recent board elections)(Ronald A. Williams elected)(Brief Article)
January 1, 2004... Lucent Technologies Inc. has elected to its board Ronald A. Williams, president of Aetna Inc.

Miller Brewing Company.(Directors' register: recent board elections)(Charles S. Frenette elected)(Brief Article)
January 1, 2004... Miller Brewing Company has elected to its board Charles S. Frenette, independent business consultant and veteran of The Coca-Cola Company.

Norfolk Southern Corporation.(Burton M. Joyce elected to board)(Brief Article)
January 1, 2004... Norfolk Southern Corporation has elected to its board Burton M. Joyce, chairman of IPSCO Inc.

ProQuest Company.(Directors' register: recent board elections)(Dr. Linda G. Roberts and Todd S. Nelson elected)(Brief Article)
January 1, 2004... ProQuest Company has elected to its board Dr. Linda G. Roberts, founding director of the U.S. Department of Education's Office of Educational Technology, and Todd S. Nelson, president and chief executive officer of Apollo Group, Inc.

Westar Energy, Inc.(Directors' register: recent board elections)(B. Anthony Isaac elected)(Brief Article)
January 1, 2004... Westar Energy, Inc. has elected to its board B. Anthony Isaac, co-founder and president of LodgeWorks.

Wolverine World Wide, Inc.(Directors' register: recent board elections)(Brenda J. Lauder elected)(Brief Article)
January 1, 2004... Wolverine World Wide, Inc. has elected to its board Brenda J. Lauder. back, director of Irwin Financial Corporation, Big Lots, Inc. and Louisiana-Pacific Corporation.

The Yankee Candle Company, Inc.(Directors' register: recent board elections)(Doreen A. Wright elected)(Brief Article)
January 1, 2004... The Yankee Candle Company, Inc. has elected to its board Doreen A. Wright, senior vice president and chief information officer of Campbell Soup Company.

Conversations: Franklin D. Raines: the business roundtable looks at CEO pay.(Interview)
January 1, 2004... In November, business advocacy group the Business Roundtable issued Principles to aid companies and their boards in setting corporate compensation. The six principles offer a blueprint to align top executive pay with corporate goals and...