Corporate Board articles from March 2006

Corporate Board archives from March 2006

Ending the quarterly earnings game.
March 1, 2006... The obsession among analysts and the business media over short-term corporate results damages long-term strategy, drives executives toward risky, questionable accounting, hobbles corporate disclosure and makes our markets less efficient. Yet we...

Are boards worrying about the wrong risks?(corporate boards risk management)
March 1, 2006... Over the past few years, corporate boards have approved massive expenditures to improve compliance programs (and have personally invested endless hours in oversight). While the business risks from compliance failure have certainly increased,...

Questions compensation committees must answer.
March 1, 2006... The proxy, focus for 2006 will be on top executive pay. Compensation committees must answer for both the quantity and the quality of the pay plans they approve for executives. Now; with the SEC's proposed new rules demanding greater...

Boardroom dangers for private equity partners.
March 1, 2006... A large number of the board seats at both public and private companies are held by directors who have an investment interest in that company, often as representatives of private equity or venture capital firms. These directors face some unique...

Regulation fair disclosure after the Siebel decision.
March 1, 2006... U.S. corporations have long complained that the SEC's Regulation FD (Fair Disclosure), enacted to prevent selective disclosure to favored stock analysts, was too vague and stifled all disclosures. Late last year, a U.S. District Court agreed....

The SEC proposes major executive compensation disclosure changes.(Compensation & Recruitment)
March 1, 2006... The Securities and Exchange Commission in January proposed rules that would amend disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and...

What are best practices for boards working with compensation consultants?
March 1, 2006... When the compensation committees of boards use outside consultants, they must ensure that the providers are independent of management and give objective, neutral advice, according to a report by The Conference Board. The report, Dealing in...

SEC proposes greater Internet availability of proxy materials.(Disclosure)
March 1, 2006... In December, the Securities and Exchange Commission proposed amendments to its proxy rules that would permit issuers and non-issuers soliciting proxies from shareholders to deliver proxy materials electronically by posting them to a website. If...

Institutional investors are dissatisfied with U.S. executive pay.(Shareholders & Investors)
March 1, 2006... Institutional investors are strongly at odds with the way many U.S. companies determine executive pay packages, according to a study by Watson Wyatt Worldwide. Most believe there should be a stronger link between pay and performance. The...

ABA proposes director "majority voting" changes.(Shareholder Relations)
March 1, 2006... The Committee on Corporate Laws of the American Bar Association in January released a Preliminary Report on possible amendments to the Model Business Corporation Act relating to voting by shareholders for the election of directors. The...

Ten years ago in The Corporate Board.(Retrospectives)
March 1, 2006... Companies have long debated the pros and cons of stock-based director pay. Now, as the scrutiny that once fell on executive pay levels shifts to director pay, the time is right for directors to demonstrate that they, too, are ready to be paid...

Five years ago in The Corporate Board.(Retrospectives)
March 1, 2006... The first thing the board does [in a turnaround] is choose the leaders. Some people wisecrack that the board only hires and fires the CEO, but leadership is crucial. The second board role is monitoring, making sure that the right priorities and...

Books received.(Bibliography)
March 1, 2006... Building Better Boards. By David A. Nadler, Beverly A. Behan, and Mark A. Nadler. Jossey-Bass. $39.95. This book provides a thoughtful overview of some of the major governance issues shaping boards today, including board leadership, boards and...

Articles & speeches.(Spoken & Written)
March 1, 2006... Warren Buffet observed last year that "executive compensation is the acid test of corporate governance." Expanded [compensation] disclosures will enable investors to better evaluate how companies score on this critical test. These disclosures,...

Recent board elections.(Abbott Laboratories elects W. James Farrell)(American Electric Power Company, Inc. elects Ralph D. Crosby, Jr.)(American International Group, Inc. elects Fred H. Langhammer)
March 1, 2006... Abbott Laboratories has elected to its board W. James Farrell, chairman of Illinois Tool Works Inc. American Electric Power Company, Inc. has elected to its board Ralph D. Crosby, Jr., chairman and chief executive officer of EADS North...

Ann Yerger: investors and proxy season 2006.(Conversations)(Interview)
March 1, 2006... The past year has seen the full force of Sarbanes-Oxley compliance hit corporate America (triggering a business pushback movement), as well as fresh public and legislative concerns over CEO pay (prompting new SEC disclosure proposals). The...