Corporate Board articles from July 2007

Corporate Board archives from July 2007

Pay disclosure rules: has more become less?
July 1, 2007... This proxy season saw the first wave of disclosures required under new SEC rules on top executive compensation. While the new requirements do indeed expand what share. holders learn about executive pay, they have troubling flaws. Some...

Rise of M&A "go shop" provisions.
July 1, 2007... A takeover deal from a potential bidder may look good, and may have the support of the board--but is it the best deal out there, and will directors face later second-guessing for not looking harder? In certain situations, a well-crafted "go...

Say On pay: results from overseas.
July 1, 2007... The idea of giving shareholders a say in approving top executive pay has been a powerful one this proxy, season. Though such "say on pay" powers are new to the U.S., they are already well established in a number of other countries. How well...

Global expansion: look before you leap.(Survey)
July 1, 2007... Corporate boards are too often willing to accept hasty, overly optimistic due diligence when making deals, and the problem is even worse for overseas acquisitions. Solid information on a foreign target's liabilities, people and reputation is...

Directors on portfolio company boards.
July 1, 2007... Phrases like "observer rights," "general partner," and "term sheets" tell you that you are dealing with the delicate world of serving on the board of a venture capital company, a joint venture, or a firm in which your corporation has invested....

Rate of global CEO turnover has plateaued. (Compensation & Recruitment).
July 1, 2007... Global CEO departures have leveled off at a high plateau, and less than half of CEOs leaving office in 2006 left under normal circumstances, according to the sixth annual survey of CEO turnover at the world's 2,500 largest public corporations...

Board D&O coverage queries are at an all time high.(Liability & Litigation)
July 1, 2007... Public and private companies have received a record number of inquiries from potential board members who are concerned about their current directors and officers (D&O) liability insurance, an increase of 16 percent from 2005, according to the...

Boards and CEOs lack high-quality non-financial information.(Strategy & Finance)
July 1, 2007... Many board members and senior executives are still in the dark about the overall health of their organizations because they lack high-quality non-financial information. According to a Deloitte Touche Tohmatsu survey, 78 percent of the CEOs...

Ten years ago in the corporate board.(Retrospectives)(Quotation)
July 1, 2007... Directors can fulfill their duties to oversee corporate law compliance through careful review and maintenance of the above types of compliance programs. Directors need not actively create or administer these compliance practices, but should...

Five years ago in the corporate board.(Retrospectives)
July 1, 2007... Potential directors often interpret a lead director's involvement as a signal that the company is dedicated to improving governance. They believe such a board invites open, productive exchange, welcoming new ideas and contributions beneficial...

Books Received.(Brief article)(Book review)
July 1, 2007... Blind spots. By Claudia M. Shelton. John Wiley & Sons. $24.95. Most of us, even the highest of achievers, have "blind spots" in our personalities that hobble our success and alienate others. The author takes a flesh approach to dealing with...

Articles & speeches.(Spoken & Written)
July 1, 2007... I'm not a fan of boards with large, independent staff. I think that creates another bureaucracy that might war with the management bureaucracy. But you should have good independent advisers and maybe some independent consultants. "Too...

Recent board elections.(Directors' Register)
July 1, 2007... Applebee's International, Inc. has elected to its board Richard C. Breeden, former chairman of the U.S. Securities and Exchange Commission, and Laurence E. Harris, of counsel to the law firm Patton Boggs LLP. Applied Micro Circuits...

Rep. Barney Frank: mandating a "say on pay".(Conversations)(Interview)
July 1, 2007... We know that public and shareholder concern over soaring CEO pay has reached critical mass when the U.S. Congress steps into the matter of executive paysetting. HR 1257 was introduced into the U.S. House of Representatives earlier this year by...