Corporate Board articles from July 2005

Corporate Board archives from July 2005

A new approach to building shareholder value.
July 1, 2005... The past few years have seen a major shift in the fiduciary relationship between shareholders and their boards of directors. The cleanup of corporate scandals brought new demands for more investor power over boards and governance policies....

Launching an internal investigation.
July 1, 2005... The alarm may be sounded by your auditor, by an anonymous tip, or by a pointed letter from the SEC saying that it has some tough questions to ask. However the danger signal is raised, your board may need to launch an internal investigation. It...

"Principles-based" accounting and avoiding director liability.
July 1, 2005... The "rule of law" is one reason American business has proven so dynamic over the decades, but reliance on legalism has a downside. Accounting rules, corporate regulations and even major strategic decisions can be carefully crafted to avoid...

Fairness opinions under fire.
July 1, 2005... A renewed market for mergers and acquisitions (and growing value of the deals) is focusing fresh attention on the fairness opinions boards seek before approval. In our post-scandal business environment, the problems with fairness opinions,...

Is it time for a new CEO?
July 1, 2005... Boards have proven more willing to terminate underperforming CEOs lately, but before taking this ultimate step, directors must ask themselves a few questions. What does our CEO's contract actually say about dismissal? Can we truly find better...

Employee morale is one factor driving SOX compliance automation.(Audit)
July 1, 2005... Oversight Systems Inc. has published its 2005 Financial Executive Report on Sarbanes-Oxley, a survey of more than 200 financial executives. Nearly half of financial executives feel the biggest issue related to SOX compliance is the need to...

CEO pay links to performance are growing stronger.(Compensation & Recruitment)
July 1, 2005... Many changes made to CEO compensation programs are designed to forge a stronger connection between CEO pay and overall company performance. According to a study of 350 of the largest public companies in the U.S., those efforts appear to be...

Company stock in your retirement plans can bring liability danger.(Pensions & Benefits)
July 1, 2005... Companies that offer their stock to employees through an employee stock ownership plan (ESOP) or 401 (k) plan are increasingly vulnerable to fiduciary liability lawsuits, according to a white paper developed for the Chubb Group of Insurance...

Common mistakes in designing top executive benefit packages.(Pensions & Benefits)
July 1, 2005... Despite the interest in executive benefit strategies triggered by the Sarbanes-Oxley legislation and the more recent American Jobs Creation Act, industry experts find that companies continue to make a number of common errors when putting...

Fewer companies offer earnings guidance.(Shareholders & Investors)(Brief Article)
July 1, 2005... The National Investor Relations Institute (NIRI) has announced the results of a survey on current earnings guidance practices among its corporate members. According to this NIRI survey of 527 corporate members' earnings guidance practices,...

Ten years ago in The Corporate Board.(Retrospectives)
July 1, 2005... Serving on [16] boards makes you an expert in corporate governance. If I see pitfalls in one company, I can keep them from happening in another. I can serve as a bridge from one company to another. As a full-time director, I have no...

Five years ago in The Corporate Board.(Retrospective)(Brief Article)
July 1, 2005... Boards that meet frequently, have both formal and informal opportunities for communication, set an annual work schedule, routinely conduct board and CEO evaluations, and engage in internal management and external market dialogues can clearly...

Books received.(Brief Article)(Book Review)
July 1, 2005... Inside the Boardroom: How Boards Really Work and the Coming Revolution in Corporate Governance. By Richard LeBlanc and James Gillies. John Wiley & Sons. $34.95. The authors bring behavioral psychology into the boardroom, combining fresh...

Articles & Speeches.(Spoken & Written)
July 1, 2005... The tone at the top is the single most important factor in whether a corporate ethics and compliance officer can succeed. If those at the top of the organization are not fully committed to integrity', fairness, sound values, high business...

Aflac Incorporated.(Director's Register: Recent Board Elections)(Appointed Gary Thompson)(Brief Article)
July 1, 2005... Aflac Incorporated has elected to its board Gary Thompson, former executive vice president of Wachovia Corporation.

Air Products and Chemicals, Inc.(Director's Register: Recent Board Elections)(Appointed Charles H. Noski)(Brief Article)
July 1, 2005... Air Products and Chemicals, Inc. has elected to its board Charles H. Noski, former vice chairman of AT&T Corp., and William L. Davis III, former chairman, president and chief executive officer of R.R. Donnelley & Sons Company.

Alico, Inc.(Director's Register: Recent Board Elections)(Appointed Evelyn D'An)(Brief Article)
July 1, 2005... Alico, Inc. has elected to its board Evelyn D'An, president of D'An Financial Services, Inc.

Ameren Corporation.(Director's Register: Recent Board Elections)(Appointed James Clarence Johnson)(Brief Article)
July 1, 2005... Ameren Corporation has elected to its board James Clarence Johnson, vice president, corporate secretary and assistant general counsel of The Boeing Company.

Avery Dennison Corporation.(Director's Register: Recent Board Elections)(Appointed Patrick T. Siewert)(Brief Article)
July 1, 2005... Avery Dennison Corporation has elected to its board Patrick T. Siewert, president of The Coca-Cola Company's East and South Asia Group.

Chevron Corporation.(Director's Register: Recent Board Elections)(Appointed Ronald D. Sugar)(Brief Article)
July 1, 2005... Chevron Corporation has elected to its board Ronald D. Sugar, chairman, chief executive officer and president of Northrop Grumman Corporation.

Dycom Industries, Inc.(Director's Register: Recent Board Elections)(Appointed Thomas G. Baxter)(Brief Article)
July 1, 2005... Dycom Industries, Inc. has elected to its board Thomas G. Baxter, former president of Time Warner Cable Inc.

Dynamics Research Corporation.(Director's Register: Recent Board Elections)
July 1, 2005... Dynamics Research Corporation has elected to its board Nickolas Stavropoulos, executive vice president of KeySpan Corporation.

Equifax Inc.(Director's Register: Recent Board Elections)(Appointed Charles G. Betty)(Brief Article)
July 1, 2005... Equifax Inc. has elected to its board Charles G. Betty, president and chief executive officer of EarthLink, Inc.

Exide Technologies.(Director's Register: Recent Board Elections)(Appointed Jerome B. York)(Brief Article)
July 1, 2005... Exide Technologies has elected to its board Jerome B. York, chief executive officer of Harwinton Capital Corp.

Ezenia! Inc.(Director's Register: Recent Board Elections)(Appointed John A. McMullen)(Brief Article)
July 1, 2005... Ezenia! Inc. has elected to its board John A. McMullen, managing principal of Cambridge Meridian Group Inc.

Flour Corporation.(Director's Register: Recent Board Elections)(Appointed Peter S. Watson)(Brief Article)
July 1, 2005... Fluor Corporation has elected to its board Peter S. Watson, president and chief executive officer of the Dwight Group and former chairman, president and chief executive officer of the U.S. Overseas Private Investment Corporation.

Humana Inc.(Director's Register: Recent Board Elections)(Appointed W. Roy Dunbar)(Brief Article)
July 1, 2005... Humana Inc. has elected to its board W. Roy Dunbar, president of global technology and operations for MasterCard International Incorporated.

KB Home.(Director's Register: Recent Board Elections)(Appointed Timothy W. Finchem)(Brief Article)
July 1, 2005... KB Home has elected to its board Timothy W. Finchem, commissioner of the PGA TOUR, Inc.

Kennametal Inc.(Director's Register: Recent Board Elections)(Appointed Steven H. Wunning)(Brief Article)
July 1, 2005... Kennametal Inc. has elected to its board Steven H. Wunning, group president and executive office member of Caterpillar Inc.

KeyCorp.(Director's Register: Recent Board Elections)(Appointed H. James Dallas)(Brief Article)
July 1, 2005... KeyCorp has elected to its board H. James Dallas, vice president of information technology and chief information officer of Georgia-Pacific Corporation.

Limited Brands, Inc.(Director's Register: Recent Board Elections)(Appointed Jeffrey B. Swartz)(Brief Article)
July 1, 2005... Limited Brands, Inc. has elected to its board Jeffrey B. Swartz, president and chief executive officer of The Timberland Company.

Make-A-Wish Foundation of North Texas.(Director's Register: Recent Board Elections)(Appointed Don Scales)(Brief Article)
July 1, 2005... Make-A-Wish Foundation of North Texas has elected to its board Don Scales, president and chief executive officer of AGENCY.COM Ltd.

Maxtor Corporation.(Director's Register: Recent Board Elections)(Appointed Rick Allen)(Brief Article)
July 1, 2005... Maxtor Corporation has elected to its board Rick Allen, former chief financial officer of J.D. Edwards & Company.

Milacron Inc.(Director's Register: Recent Board Elections)(Appointed H. Christopher DeCotiis)(Brief Article)
July 1, 2005... Milacron Inc. has elected to its board H. Christopher DeCotiis, vice president and senior credit officer of the The Royal Bank of Scotland in New York.

National Penn Bancshares, Inc.(Director's Register: Recent Board Elections)(Appointed Robert L. Byers)(Brief Article)
July 1, 2005... National Penn Baneshares, Inc. has elected to its board Robert L. Byers, founder and chairman of Byers' Choice Ltd.

NiSource Inc.(Director's Register: Recent Board Elections)(Appointed Roger A. Young)(Brief Article)
July 1, 2005... NiSource Inc. has elected to its board Roger A. Young, former chairman of Bay State Gas Company.

Nordstrom, Inc.(Director's Register: Recent Board Elections)(Appointed Robert G. Millet)(Brief Article)
July 1, 2005... Nordstrom, Inc. has elected to its board Robert G. Millet; chairman of Rite Aid Corporation.

Occidental Petroleum Corporation.(Director's Register: Recent Board Elections)(Appointed SpencerAbraham)(Brief Article)
July 1, 2005... Occidental Petroleum Corporation has elected to its board SpencerAbraham, former U.S. Secretary of Energy.

Owens & Minor, Inc.(Director's Register: Recent Board Elections)(Appointed Eddie N. Moore)(Brief Article)
July 1, 2005... Owens & Minor, Inc. has elected to its board Eddie N. Moore, Jr., president of Virginia State University.

ProLogis.(Director's Register: Recent Board Elections)(Appointed Andrea M. Zulberti)(Brief Article)
July 1, 2005... ProLogis has elected to its board Andrea M. Zulberti, former managing director for Barclays Global Investors, N.A.

Rambus Inc.(Director's Register: Recent Board Elections)(Appointed Abraham Sofaer)(Brief Article)
July 1, 2005... Rambus Inc. has elected to its board Abraham Sofaer, former U.S. District Judge.

Rural Cellular Corporation.(Director's Register: Recent Board Elections)(Appointed James V. Continenza)(Appointed Jacques Leduc)(Brief Article)
July 1, 2005... Rural Cellular Corporation has elected to its board James V. Continenza, former president and chief executive officer of Teligent, Inc., and Jacques Leduc, former chief financial officer of Microcell Telecommunications Inc.

Tektronix, Inc.(Director's Register: Recent Board Elections)(Appointed Robin L Washington)(Brief Article)
July 1, 2005... Tektronix, Inc. has elected to its board Robin L Washington, former senior vice president of finance and corporate controller at PeopleSoft, Inc.

W.W. Grainger, Inc.(Director's Register: Recent Board Elections)(Brief Article)
July 1, 2005... W.W. Grainger, Inc. has elected to its board William K. Hall, co-founder and chairman of Procyon Technologies Inc., and Gary L. Rogers, former vice chairman of General Electric Company.

Hank McKinnell: paying for health care, not disease care.(Conversations)(Interview)
July 1, 2005... The debate overpaying for America's soaring health care costs has become a controversial, hot-button issue. The topic is even more treacherous for the world's pharmaceutical companies, attacked by critics for being part of the problem. Thus,...