Corporate Board articles from September 2004

Corporate Board archives from September 2004

Nuts and bolts guidance for audit committees.
September 1, 2004... The past two years have seen a revolution in the regulatory and functional roles of board audit committees. In the following article, two of America's leading authorities on governance and audit answer the most common questions audit committees...

Whistle blower programs: the counsel-assisted option.
September 1, 2004... Sarbanes-Oxley rules now require major corporations to provide a confidential employee whistle blowing program for reporting financial fraud. However, a program that meets legal minimums is not necessarily effective. Bringing outside legal...

Communication with investors presents new board challenges.
September 1, 2004... Director communication with investors has traditionally been limited to perfunctory discussions at annual meetings and boilerplate messages in proxy statements. Today, however, new regulations and increasingly aggressive investors are demanding...

Board links with outside counsel.
September 1, 2004... Sarbanes-Oxley and ongoing reform laws have increasingly made the board of directors the "cop on the beat" for preventing and investigating corporate malfeasance. However, no board has the resources to make the often delicate legal calls alone,...

CEO evaluation: navigating a new relationship.(Chief executive officer)
September 1, 2004... Board evaluation of the chief executive is fast becoming standard procedure. Yet many basic questions remain. Who manages the process? What exactly do we evaluate? How do we make CEO evaluation truly effective? Never in memory has CEO...

Surprise! More directors find board service attractive than ever before.(Boardroom Composition)
September 1, 2004... Half of the corporate directors who attended a program offered by Columbia Business School say that serving on a corporate board is more attractive now, as compared to five years ago. Among the reasons cited are greater responsibilities and...

A majority of senior executives say the board should have a minority of insiders.(Boardroom Composition)(Brief Article)
September 1, 2004... A poll of 226 global senior executives reveals that 61 percent believe that a company's board of directors should include the CEO and a minority of other company insiders. An additional 24 percent say the CEO should be the only insider on the...

Boards and management know little of their companies' ethical climate.(Corporate Responsibility)(Brief Article)
September 1, 2004... Only 53 percent of board directors, chief executives, and other U.S. business leaders believe that existing succession management practices are yielding a strong talent bench, according to a report on ethics, corporate governance and succession...

Few companies track their compliance costs.(Liability & Litigation)
September 1, 2004... By a margin of nearly two to one, large U.S. companies have made compliance with the Sarbanes-Oxley Act part of their regular corporate governance approach and have integrated it with other regulatory activities, according to...

Global merger and acquisition activity is on the rise.(Mergers & Acquisitions)(Brief Article)(Industry Overview)
September 1, 2004... Business executives have a dramatically renewed appetite for mergers and acquisitions, with more than 70 percent either currently undertaking an M&A transaction or planning to do so within the next year, according to the results of a global...

Nearly half of institutional investors feel governance reforms may have gone too far.(Shareholder Relations)
September 1, 2004... Despite a steady drumbeat of news from the high profile trials involving Martha Stewart, Tyco, Enron and others, nearly half of institutional investors who responded to a recent survey are not persuaded that the Sarbanes-Oxley Act has been...

Five years ago in The Corporate Board.(Retrospectives)(Brief Article)
September 1, 2004... As it becomes possible to trade on any exchange in the world and to communicate with any shareholder in the world from any computer, it is clear that corporate governance will play a critical role in determining the cost of capital in both...

Ten years ago in The Corporate Board.(Retrospectives)(Federal law)(Brief Article)
September 1, 2004... There are simply too many federal laws that apply to business which are vaguely defined, which can be breached through simple negligence or strict liability, or which involve exotic notions of vicarious liability or the "failure to supervise"...

Books received.(Recent Notes & Events)(Brief Article)
September 1, 2004... The Audit Committee Handbook. By Louis Braiotta, Jr. John Wiley & Sons. $75. This new fourth edition updates what may be the definitive book on audit committee issues. Includes new material on Sarbanes-Oxley rules and stock exchange...

Articles & speeches.(Spoken & Written)
September 1, 2004... In matters of governance and regulation we should be guided by an equivalent of the Hippocratic Oath "Do no harm." We need to strike a balance between the costs of increased time and resources devoted to compliance, and the incremental benefits...

Allied Waste Industries, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Allied Waste Industries, Inc. has elected to its board Charles H. Cotros, former chairman and chief executive officer of SYSCO Corporation.

American Electric Power Company, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... American Electric Power Company, Inc. has elected to its board Lionel L. Nowell III, senior vice president and treasurer of PepsiCo, Inc.

Apple Computer, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Apple Computer, Inc. has elected to its hoard Fred D. Anderson, retired executive vice president and chief financial officer of Apple.

CenterPoint Energy, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... CenterPoint Energy, Inc. has elected to its board Robert T. O'Connell, financial consultant and former senior vice president and director of RWD Technologies, Inc.

CMS Energy Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... CMS Energy Corporation has elected to its board Merribel S. Ayres, president of Lighthouse Energy Group, LLC and former chief executive officer of the National Independent Energy Producers.

Coherent, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Coherent, Inc. has elected to its hoard Garry Rogerson, Ph.D., president and chief executive officer of Varian, Inc.

Deluxe Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Deluxe Corporation has elected to its board Isaiah Harris, Jr., president of BellSouth Enterprises Inc., and T. Michael Glenn, executive vice president, market development and corporate communications for FedEx Corporation.

El Paso Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... El Paso Corporation has elected to its board Thomas R. Hix, former senior vice president of finanace and chief financial officer of Cooper Cameron Corporation, and William H. Joyce, chairman and chief executive officer of Nalco Company.

Electronic Data Systems Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Electronic Data Systems Corporation has elected to its board Edward Kangas, former chairman and chief executive officer of Deloitte Touche Tohmatsu.

FirstEnergy Corp.(Recent Board Elections)(Brief Article)
September 1, 2004... FirstEnergy Corp. has elected to its board Ernest Novak, former managing partner of Ernst & Young, L.L.P.

Harleysville Group Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Harleysville Group Inc. has elected to its board G. Lawrence Buhl, former regional director for insurance services of Ernst & Young, L.L.P.

Health Fitness Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Health Fitness Corporation has elected to its board Robert J. Marzec, former managing partner and audit partner of PricewaterhouseCoopers.

Heidrick & Struggles International, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Heidrick & Struggles International, Inc. has elected to its board Jill Kanin-Lovers, former senior vice president of human resources at Avon Products, Inc., and Paul Unruh, former vice chairman of Bechtel Group, Inc.

Heritage Commerce Corp.(Recent Board Elections)(Brief Article)
September 1, 2004... Heritage Commerce Corp has elected to its board Ranson W. Webster, chairman of the National Automobile Museum and the Nevada Policy Research Institute.

Kerr-McGee Corp.(Recent Board Elections)(Brief Article)
September 1, 2004... Kerr-McGee Corp. has elected to its board William F. Wallace, independent consultant and former president, chief operating officer and director of Plains Petroleum Company.

Kimberly-Clark Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Kimberly-Clark Corporation has elected to its board G. Craig Sullivan, former chairman and chief executive officer of The Clorox Company.

Marriott International, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Marriott International, Inc. has elected to its board Richard S. Brad. dock, chairman of MidOcean Partners, and Debra L. Lee, president and chief operating officer of Black Entertainment Television, Inc.

MediaBay, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... MediaBay, Inc. has elected to its board Paul D. Neuwirth, former managing partner of Grant Thornton LLP, and Stephen Yarvis, former senior vice president of government sales at Revlon, Inc.

Murphy Oil Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Murphy Oil Corporation has elected to its board Neal E. Schmale, executive vice president and chief financial officer of Sempra Energy.

Payless ShoeSource, Inc.(Recent Board Elections)(Judith K. Hofer, Corporate May Merchandising/MDSI)(Brief Article)
September 1, 2004... Payless ShoeSource, Inc. has elected to its board Judith K. Hofer, former president and chief executive officer of Corporate May Merchandising/MDSI.

Sun Microsystems, Inc.(Recent Board Elections)(Brief Article)
September 1, 2004... Sun Microsystems, Inc. has elected to its board Stephen Bennett, president and chief executive officer of Intuit Inc.

TIAA-CREF.(Recent Board Elections)(Teachers Insurance and Annuity Association - College Retirement Equities Fund)(Brief Article)
September 1, 2004... TIAA-CREF has elected to its board Dr. Sidney A. Ribeau, president of Bowling Green University, and Dr. Ahmed H. Zewail, Nobel laureate and Linus Pauling Chair professor of chemistry and professor of physics, and director of the Laboratory for...

Union Pacific Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Union Pacific Corporation has elected to its board Erroll B. Davis, Jr., chairman and chief executive officer of Alliant Energy Corporation.

Viad Corp.(Recent Board Elections)(Brief Article)
September 1, 2004... Viad Corp has elected to its board Wayne G. Allcott, former senior executive with U S West, Inc. and former head of the Arizona Governor's Council on Workforce Development Policy, and Robert E. Munzenrider, former president of Harmon AutoGlass,...

Whirlpool Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Whirlpool Corporation has elected to its board Michael D. White, chairman and chief executive officer of PepsiCo International.

Wisconsin Energy Corporation.(Recent Board Elections)(Brief Article)
September 1, 2004... Wisconsin Energy Corporation has elected to its board Curt S. Culver, president and chief executive officer of MGIC Investment Corporation.

Dennis Beresford: options expensing and the FASB.(Conversations)(Interview)
September 1, 2004... The Financial Accounting Standards Board announces that it intends to require corporate expensing of stock option grants. Though a seemingly technical accounting change, the proposal nevertheless stirs strong opposition from high-tech...