Corporate Board articles from September 2008

Corporate Board archives from September 2008

Delaware courts and the business judgment rule.
September 1, 2008... For American corporate directors, legal judgments of how well they have performed their fiduciary duties most often end up in the Delaware court system. Although the process of being sued over your governance is never pleasant, the author, a...

Signs of the underperforming board.
September 1, 2008... Too many boards fail to perform up to their potential--but why? What are the most common causes of board oversight failure? How does your board diagnose the weaknesses that hold it back? Finally, does your board have the collective will to...

The task of board chairmanship.
September 1, 2008... The concept of an independent board chairman for U.S. corporations--someone who is neither the current nor retired CEO of the company--is rather new. Yet there are board leaders who make this role workable and effective, both overseas and in...

Director compensation in turbulent times.
September 1, 2008... The new demands and risks involved in the corporate director's job are all too well know, an. However, there has been a subtle revolution underway in how companies pay directors for doing that job. With fewer meeting fees, more (and different)...

Talking governance: board/shareholder communication.
September 1, 2008... Shareholders are knocking on boardroom doors as never before on compensation, strategy and governance issues, but boards remain uncertain on how best to engage investors. However, a new study finds that progressive boards are reaching out to...

SEC and PCAOB changes may be easing SOX burdens.(Audit)
September 1, 2008... Is it possible that Sarbanes-Oxley compliance is becoming a little easier? According to a survey from Protiviti Inc., companies are now realizing tangible benefits from updated regulatory rules and guidance on Section 404 of the Sarbanes-Oxley...

More than a quarter of new CEOs last less than three years.(Compensation & Recruitment)(chief executive officers)
September 1, 2008... An increasing number of CEOs are exiting their positions prematurely, according to a study by Yan Zhang of Rice University. Of the 204 company leaders studied from 1993 to 1998, 55 (27 percent) left their job within three years. The study...

Top executive positions are still weak on women, minorities and succession planning.(Compensation & Recruitment)
September 1, 2008... Following decades of discussion and attempted initiatives, the business world is not yet embracing women and minorities in the C-suite, nor has executive-level succession planning been an effective strategy in easing the talent crunch facing...

Few companies are buying global D&O coverage.(Liability & Litigation)
September 1, 2008... Only three percent of survey participants with international operations have purchased separate directors and officers (D&O) liability insurance policies for other individual countries, according to a survey on insurance purchasing and claims...

Delaware tightens board duties in asset sales before bankruptcy.(Liability & Litigation)
September 1, 2008... The Gibson Dunn Client Alert noted that in May 2008, the United States Bankruptcy Court for the District of Delaware refused to dismiss breach of fiduciary duty claims against corporate directors who approved the sale of a financially...

Five years ago in The Corporate Board.(Retrospectives)(board independence)(Brief article)
September 1, 2008... The independence of our boards gives us oversight. The interdependence of our boards leads us to the creativity, innovation and daring new ideas that have driven America forward from the beginning. The first enables us to preserve and protect....

Ten years ago in The Corporate Board.(Retrospectives)(audit committee )(Brief article)
September 1, 2008... The real issue is whether or not the [audit] committee can establish a serious relationship with the outside auditors. Almost all of the problems I've seen stem from failure to establish that relationship. The trick is to make sure the outside...

Books received.(In Review: Recent Notes & Events)(Bibliography)
September 1, 2008... Executive Warfare. By David F. D'Alessandro. McGraw-Hill. $24.95. D'Alessandro, former chairman and CEO of John Hancock Financial Services, offers some fairly intuitive advice on managing an executive career toward success. Innovation...

Articles & speeches.(Spoken & Written)
September 1, 2008... In my experience, the chairman/CEO plus lead director model is actually worse than the chairman/CEO model, because investors falsely believe the lead director has the power to protect their interests. In fact, the lead director has little...

Recent board elections.(Directors' Register)
September 1, 2008... American Electric Power Company, Inc. has elected to its board John F. Turner, former Assistant Secretary of State for Oceans and International Environmental and Scientific Affairs and former head of The Conservation Fund. American...

John J. Castellani: election 2008 and the governance agenda.(Conversations)
September 1, 2008... At the intersection of corporate governance policy and U.S. politics, no group is more of a player than the Business Roundtable. With corporate members representing a third of total U.S. stock market value, the Roundtable is a powerful (and at...