Corporate Board articles from November 2002

Corporate Board archives from November 2002

What is your company's audit culture?
November 1, 2002... Tough new laws and regulations have been the response to the past year's corporate scandals, but John Mauriel, a seasoned academic observer and audit committee member, suggests that the crackdown may be missing the point. New legal penalties...

The new governance reforms: best practices for a riskier world.
November 1, 2002... After a season of shattering corporate scandals, a new federal reform law has been passed, and the tools for its enforcement are being written. As the Sarbanes-Oxley Act of 2002, and the rules it imposes on the SEC and stock exchanges, passes...

Taking control of your company.
November 1, 2002... New laws to prevent corporate chicanery; even with a solid commitment from the boardroom, will not be enough. An effective controls system, encompassing the boardroom and reaching throughout the company, is vital. Not only will sound controls...

Ten questions every compensation committee should ask.
November 1, 2002... The media and regulatory focus has been on board audit committees lately, but look for interest to shift to how well compensation committees do their job, and how effectively they represent shareholder interests. Committee independence,...

Reengineering the board.
November 1, 2002... We face a new era in board responsibilities and makeup--and this new era demands new governance designs. Lessons learned over a decade of corporate reengineering can be brought into the boardroom to make this difficult transition work. ...

Conference Board group calls for major compensation reforms. (Compensation & Recruitment).
November 1, 2002... The Conference Board's Blue-Ribbon Commission on Public Trust and Private Enterprise in September proposed reforms to strengthen corporate compensation practices. The 12-person Commission is comprised of major business leaders, major...

The SEC proposes disclosure of proxy voting by mutual funds. (Disclosure).
November 1, 2002... The Securities and Exchange Commission in September voted to propose requiring mutual funds and other registered management investment companies to disclose their proxy voting policies and procedures, and their actual proxy votes cast. The...

New liability risks may trigger mass director resignations. (Liability & Litigation).(Brief Article)
November 1, 2002... Estate planners, in order to have their clients avoid contingent liabilities, are advising their clients to get off boards according to Jeffrey Christian, chairman and CEO of the Christian & Timbers executive search firm. As a result, he...

The ABA has recommended new corporate governance rules. (Liability & Litigation).(Brief Article)
November 1, 2002... The American Bar Association Task Force on Corporate Responsibility has recommended strengthening the independence of key players on the boards of directors. Recommendations relating to corporate governance include: * A substantial...

Media scrutiny of governance is the most intense since the 1980s. (Shareholder Relations).
November 1, 2002... An analysis of more than 25 years of historical data shows that scrutiny of corporate governance matters is the strongest it has been in well over a decade, according to research firm CARMA International, Inc. For six key business...

Health care governance may be a boardroom benchmark, says study. (Strategy & Finance).(Brief Article)
November 1, 2002... The Governance Institute released a survey on governance practices in health systems: "Striving for Excellence, Health System Governance at the Dawn of the New Millennium." It finds that most health care boards evaluate their performance...

Ten years ago. (Retrospectives).(Brief Article)
November 1, 2002... A healthy board is not all of one mind. A healthy board is based on mutual respect between management and board members, and it understands the differences between management and oversight. A healthy board works out its differences in private....

Books received.(Book Review)
November 1, 2002... Chairman of the Board: A Practical Guide. By Brian Lechem. John Wiley & Sons. $39.95. With boardrooms facing a wave of new reforms, this book's focus on making the board chair's role practical and effective could not be more timely. A valuable...

Spoken & written.
November 1, 2002... Articles & Speeches It is, of course, possible for shareholders to nominate their own candidates. The process is, however, extraordinarily complex, and the company will fight such candidates with all the legal and financial firepower it...

Pete Peterson: shaking up executive pay. (Conversations).(Interview)
November 1, 2002... The Conference Board's Commission on Public Trust and Private Enterprise formed over the summer to take a hard look at where corporate America lost its way and how confidence can be restored. The 12-person panel's membership alone offers enough...

AT&T Corp. (Directors' Register).(Brief Article)
November 1, 2002... AT&T Corp. has elected to its board Jon C. Madonna, former chairman and chief executive officer of KPMG.

Five years ago. (Retrospectives).
November 1, 2002... In the case of audit committee work, process is important. Outside directors can never really know what is going on inside the company. We trust management not to make bad mistakes or commit other sins for which we could be liable. Through...

W. R. Berkley Corporation. (Directors' Register).(Brief Article)
November 1, 2002... W. R. Berkley Corporation has elected to its board Philip J. Ablove, executive vice president and chief financial officer of Pioneer Companies, Inc.

Blue Dolphin Energy Company. (Directors' Register).(Brief Article)
November 1, 2002... Blue Dolphin Energy Company has elected to its board James M. Trimble, president and chief executive officer of Tri-Union Development Corporation.

Carlisle Companies Incorporated. (Directors' Register).
November 1, 2002... Carlisle Companies Incorporated has elected to its board Lawrence A. Sala, chairman, president and chief executive officer of Anaren Microwave, Inc.

Carpenter Technology Corporation. (Directors' Register).
November 1, 2002... Carpenter Technology Corporation has elected to its board Marillyn A. Hewson, senior vice president for corporate shared services of Lockheed Martin Corporation.

Celgene Corporation. (Directors' Register).(Brief Article)
November 1, 2002... Celgene Corporation has elected to its board Michael D. Casey, former chairman, president and chief executive officer of Matrix Pharmaceutical, Inc.

Compuware Corporation. (Directors' Register).(Brief Article)
November 1, 2002... Compuware Corporation has elected to its board Gurminder S. Bedi, former executive of Ford Motor Company, Faye Alexander Nelson, vice president of government and civic affairs at Wayne State University, and Glenda D. Price, president of...

Diebold, Incorporated. (Directors' Register).(Brief Article)
November 1, 2002... Diebold, Incorporated has elected to its board Christopher M. Connor, chairman and chief executive officer of The Sherwin-Williams Company.

D&B has elected to its board Sandra E. Peterson. (Directors' Register).(Brief Article)
November 1, 2002... D&B has elected to its board Sandra E. Peterson, senior vice president of Health Businesses for Medco Health Solutions, Inc.

Dynegy Inc. (Directors' Register).(Brief Article)
November 1, 2002... Dynegy Inc. has elected to its board Linda Walker Bynoe, former principal of Telemat Ltd, and Robert C. Oelkers, former executive of Texaco Inc., and Barry J. Galt, former chairman and chief executive officer of Seagull Energy Corp.

Exxon Mobil Corporation. (Directors' Register).(Brief Article)
November 1, 2002... Exxon Mobil Corporation has elected to its board Henry A. McKinnell, Jr., Ph.D., chairman and chief executive officer of Pfizer Inc.

The Goodyear Tire & Rubber Company. (Directors' Register).(Brief Article)
November 1, 2002... The Goodyear Tire & Rubber Company has elected to its board Gary D. Forsee, vice chairman of domestic operations of BellSouth Corporation.

Group 1 Automotive, Inc. (Directors' Register).(Brief Article)
November 1, 2002... Group 1 Automotive, Inc. has elected to its board Louis E. Lataif, dean of the School of Management at Boston University.

Harley-Davidson, Inc. (Directors' Register).(Brief Article)
November 1, 2002... Harley-Davidson, Inc. has elected to its board George L. Miles, Jr., president and chief executive officer of WQED Pittsburgh.

International Multifoods Corporation. (Directors' Register).(appoints Isaiah Harris, Jr., Joseph G. Parham, Jr. and J. David Pierson)(Brief Article)
November 1, 2002... International Multifoods Corporation has elected to its board Isaiah Harris, Jr., president of Consumer Services for BellSouth Corporation, Joseph G. Parham, Jr., senior vice president of human resources for Acuity Brands, Inc., and J. David...

The Kroger Co. (Directors' Register).(appoints Richard K. Davidson)(Brief Article)
November 1, 2002... The Kroger Co. has elected to its board Richard K. Davidson, chairman and chief executive officer of Union Pacific Corp.

Medtox Scientific, Inc. (Directors' Register).(appoints Robert J. Marzec)(Brief Article)
November 1, 2002... Medtox Scientific, Inc. has elected to its board Robert J. Marzec, former partner of PricewaterhouseCoopers.

Noteworthy Medical Systems, Inc. (Directors' Register).(appoints Joseph T. Gorman)(Brief Article)
November 1, 2002... Noteworthy Medical Systems, Inc. has elected to its board Joseph T. Gorman, former chairman and chief executive officer of TRW Inc.

Nucor Corporation. (Directors' Register).(appoints Raymond J. Mikhovich)(Brief Article)
November 1, 2002... Nucor Corporation has elected to its board Raymond J. Mikhovich, chairman, president and chief executive officer of Foster Wheeler Ltd.

Pegasus Solutions, Inc. (Directors' Register).(appoints Pamela H. Patsley)(Brief Article)
November 1, 2002... Pegasus Solutions, Inc. has elected to its board Pamela H. Patsley, senior executive vice president of First Data Corporation.

Rayovac Corporation. (Directors' Register).(appoints William Carmichael)(Brief Article)
November 1, 2002... Rayovac Corporation has elected to its board William Carmichael, former senior vice president and chief administrative officer of Sara Lee Corporation.

Ruddick Corporation. (Directors' Register).(appoints Robert H. Spilman, Jr.)(Brief Article)
November 1, 2002... Ruddick Corporation has elected to its board Robert H. Spilman, Jr., persident and chief operating officer of Bassett Furniture Industries, Incorporated.

Teledyne Technologies Incorporated. (Directors' Register).(appoints Charles H. Noski)(Brief Article)
November 1, 2002... Teledyne Technologies Incorporated has elected to its board Charles H. Noski, vice chairman of AT&T Corp.

Terex Corporation. (Directors' Register).(appoints Helge H. Wehmeier)(Brief Article)
November 1, 2002... Terex Corporation has elected to its board Helge H. Wehmeier, former president and chief executive officer of Bayer Corporation.

Viad Corp. (Directors' Register).(appoints Robert Krueger)(Brief Article)
November 1, 2002... Viad Corp has elected to its board Robert Krueger, former U.S. congressman, ambassador and U.S. senator.

Western Digital Corporation. (Directors' Register).(appoints Michael D. Lambert)(Brief Article)
November 1, 2002... Western Digital Corporation has elected to its board Michael D. Lambert; former senior vice president of the enterprise systems group of Dell Computer Corporation.

Willis Group Holdings Limited. (Directors' Register).(appoints Bill Bradley)(Brief Article)
November 1, 2002... Willis Group Holdings Limited has elected to its board Bill Bradley, former U.S. Senator from New Jersey.

Woodward Governor Company. (Directors' Register).(appoints John D. Cohn and Mary L. Petrovich)(Brief Article)
November 1, 2002... Woodward Governor Company has elected to its board John D. Cohn, senior vice president Strategic Development & Communications of Rockwell Automation, Inc., and Mary L. Petrovich, chief executive officer of AxleTech International.