Corporate Board articles from March 2008

Corporate Board archives from March 2008

The new M&A landscape.
March 1, 2008... The past year saw more change and legal precedents shaking up the world of mergers and acquisitions than we have experienced since the 1980s. Huge "mega deals" have increased. Court decisions have shifted the rules on how takeover offers should...

Evaluating individual directors.
March 1, 2008... Board evaluation of individual directors has been a governance ideal for some time--but often remains only an ideal. Yet with a growing need for each director to contribute strong, unique skills to the governance mix, tools which allow...

Maximize the value of audit and compliance spending.
March 1, 2008... The past five years of compliance with Sarbanes-Oxley rules may have increased the reliability of auditing numbers, but they have definitely brought an explosion in audit costs. The new Auditing Standard 5 (AS5) rules, however, can give your...

How "independent" is your compensation advisor?
March 1, 2008... With shareholder (and election year) outrage over top executive pay at a new peak, board compensation committees must put increasing faith in the numbers and advice they receive from executive pay consultants. Yet research finds that many of...

Corporate minutes: when less is more.
March 1, 2008... Your board and committee minutes may seem like necessary minutiae compared to the major governance issues facing companies today. However, minutes are in fact legally crucial. They can be the first evidence regulators and trial attorneys look...

Companies still struggle with risk and controls management.(Audit)
March 1, 2008... While the Sarbanes-Oxley Act required a focus on internal controls over financial reporting (led mainly by the CFO's team), research from KPMG International indicates that the "risk and controls" mindset has yet to fully penetrate other areas...

Stock ownership guidelines for boards increase.(Compensation & Recruitment)(Brief article)
March 1, 2008... A study by compensation consulting firm Equilar finds that, in 2006, 72.6 percent of Fortune 250 companies reported the use of ownership guidelines for non-employee directors. This is an increase from 2005, when 68.5 percent of the firms...

CEOs have a surprising amount of compensation "skin in the game.".(Compensation & Recruitment)
March 1, 2008... While CEOs frequently come under fire for not acting in the interest of shareholders, a 2007 study of top executive pay by The Conference Board finds that CEOs of the largest companies actually have a substantial amount of "skin in the game."...

Supreme Court Stoneridge decision limits scope of private antifraud suits.(Liability & Litigation)
March 1, 2008... In January, the U.S. Supreme Court issued an important decision clarifying the contours of private actions under the key anti-fraud provision of the securities laws. The Court reaffirmed its decision in Central Bank of Denver, N. A. v. First...

Companies show major weaknesses in setting corporate codes of conduct.(Liability & Litigation)
March 1, 2008... Axentis, a governance, risk and compliance (GRC) management consultant, has announced survey results on how companies develop and manage their codes of conduct. A code of conduct typically includes issues such as integrity in relationships with...

Mergers take longer, cost more than most expect.(Mergers & Acquisitions)
March 1, 2008... Combining business systems such as enterprise resource planning and customer relationship management following a merger or acquisition, like the one now being discussed between Northwest and other airlines, takes on average twice as long and...

Companies are modifying top executive change in control benefits.(Pensions & Benefits)
March 1, 2008... Companies are reworking their change in control (CIC) programs for executives. According to a survey by Mercer, 60 percent of participating companies made changes to their program in the last two years, and those changes are in response to...

Proxy votes are little used to change board composition.(Shareholder Relations)
March 1, 2008... Women represent half of ail investors in the U.S. and their economic clout continues to rise, but they make little use of tools available to them to voice their concern about the issue of board composition, according to a survey released by...

Ten years ago in The Corporate Board.(Retrospectives)(Brief article)
March 1, 2008... An effective board does not mean there is agreement on all points. What it does mean is that the board operates with a common focus, Internal conflict is reduced and clashes of personalities are minimized. There will be dissention and there...

Five years ago in The Corporate Board.(Retrospectives)(Brief article)
March 1, 2008... A board's effectiveness is a magical blend of the qualities of its members, the breadth of their experience, and their commitment to the company and its shareowners. Therefore, "Be ye mindful in choosing your director colleagues that they bring...

Books received.(In Review: Recent Notes & Events)(Bibliography)
March 1, 2008... The Voice of Authority. By Dianna Booher. McGraw-Hill. $19.95. Leaders exist in a vacuum without effective communication skills. This book helps you craft the special communication skills needed to gain authority, built support, and establish...

Articles & speeches.(Spoken & Written)
March 1, 2008... The SEC has tremendous leverage to obtain settlements and assert novel bases of liability in court. But the SEC must resist efforts--internal or external--to broaden securities laws beyond their existing boundaries, even when those efforts are...

Recent board elections.(Directors' Register)
March 1, 2008... Alcoa Inc. has elected to its board Stan O'Neal, former chairman and chief executive officer of Merrill Lynch & Co., Inc., and Michael G. Morris, chairman, president and chief executive officer of American Electric Power Company, Inc. ...

Stephen Bainbridge: blogging on the boardroom.(Conversations)(Interview)
March 1, 2008... Websites and other online resources dedicated to corporate governance have been around for years. However, perceptive, active blogging on governance trends and doings has been slow to take off, with one notable exception. Stephen Bainbridge, a...