Current Issue
The Lone Star state tops our first annual Boardroom Guide to the Best States for Business. When the measures are tallied--labor costs, taxes, litigation, economy, education, and more--Texas rises to the top. Other states that rank high include Virginia, Utah, Colorado, and Tennessee. Full Story 
New evidence shows litigation reform works, but reformers are fighting a new political landscape. Following the lead of the 2008 federal elections, recent state elections have ushered in a new wave of pro-plaintiffs’ bar lawmakers and judges. These changes are reflected in Directorship’s Boardroom Guide to State Litigation Climates, the third annual collaboration of Directorship and the Foundation for Fair Civil Justice, a national coalition of more than 70 organizations working together to achieve business liability reforms at the state level.
Full Story
While many CEOs and some governance gurus argue that a company should use the leadership structure that suits its needs, Harry Pearce says there is really only one way to go: a strong CEO to lead the business and an independent, non-executive
chairman to lead the board. Full Story
Two global
corporate
leaders swap
ideas on the
economic
downturn and
what the
future holds
for CEOs and
boards. Full Story
As the economy continues to falter due to the ongoing recession, officers and directors of public companies face the increasing possibility that their decisions will be challenged by investors, regulators, and even criminal prosecutors. This increased scrutiny makes it more important than ever that directors understand their obligations and potential liabilities. Full Story
A core responsibility of the board is to engage with management in the development of an effective corporate strategy. After all, corporations are managed “under the direction” of boards, according to most state corporate laws—and therefore the board is ultimately accountable for the quality of the company’s management, including any strategic plans made and pursued by management. Full Story
With assets totaling $173.6 billion,
nearly every business wants to get
the attention of the California Public
Employees’ Retirement System
(CalPERS), but no one wants to end
up on its Focus List, which each
year targets laggards for poor performance
and governance. Full Story
A landmark Delaware court case
has been decided in favor of
directors, after months of legal
speculation and appraisal. Full Story
Nearly all boards are reassessing
their risk-oversight duties and
abilities in light of the recent failure
by some on Wall Street to
adequately monitor risk. Some
boards may find the need to
boost their collective abilities in
this area by adding new directors
with risk backgrounds. Full Story
Ten years after the pivotal United States v. Microsoft antitrust suit, regulators are putting Google and its boardroom at center stage. In early May, the Federal Trade Commission (FTC) began a speculative investigation into the possibility of an antitrust violation regarding the service of two Google directors—CEO Eric Schmidt and Arthur Levinson, chairman at Genentech—who both also serve as directors at Apple. Full Story
Crisis Management
Corporate governance guru Ira Millstein
explains why restoring trust means
resetting our goals and rethinking our
regulatory framework.
Given the well-publicized mistakes made with
respect to MBS, boards will want to subject management
at financial-services companies to higher
scrutiny and oversight regarding their involvement
with these and other exotic securities. To do so,
they first will need to determine whether there is
sufficient expertise on the board; if not, they will
need to acquire it.
In order to effectively react to a crisis, boards and
management need to be able to respond quickly to
changing circumstances, while avoiding hasty (and
perhaps ill-advised) decision-making.
A moral foundation, accountability, and an ounce of prevention provide a blueprint for recovery.
The value and number of federal securities class action settlements declined sharply in 2008 but researchers say this is unlikely to continue because the financial crisis already has caused in increase in litigation activity that could affect settlement. CEO Succession
Hiring a CEO leaves an indelible mark on any corporation. Choosing the right leader can revolutionize a company and create success for decades to come. But the wrong selection can easily take years to correct. As directors look back at their tenure serving on a corporate board, their proudest and, perhaps, saddest memories usually involve the selection of a new CEO.
While many CEOs and some governance gurus argue that a company should use the leadership structure that suits its needs, Harry Pearce says there is really only one way to go: a strong CEO to lead the business and an independent, non-executive
chairman to lead the board.
After three
generations
of family
control, former
Hasbro
CEO Alan
Hassenfeld
led his own
orderly
succession,
and now acts
as a nonemployee
director.
Two global
corporate
leaders swap
ideas on the
economic
downturn and
what the
future holds
for CEOs and
boards.
It’s lonely at the top for a reason. The demands of
today’s global business climate are such that individuals
with the breadth and diversity of skills to lead an
organization through cycles of often disruptive
change and unprecedented competition are few.
Companies across the world confront a genuine
leadership crisis. Research Center
Good assessments center on committee and overall performance, and determine if the board is working as a cohesive group.
Business investment in emerging markets continues to boom, but many companies are failing to manage the risks effectively according to a survey released by Ernst & Young.
It is not easy to prognosticate on the 2008 Proxy Season and the future direction of corporate governance. For a little help, I recently turned to a renowned, 60-something-year-old pundit—the Magic 8 Ball.
Given the clear need for internal audit to sharpen its focus on risk, and thereby provide more value, internal auditors find themselves at a strategic crossroads: They can either pursue the status quo, a path that could lead to their obsolescence, or they can transform themselves from an internal-audit model focused on controls assurance to a risk-centric model based on the effectiveness of risk management processes. The latter path is far more likely to address the evolving needs of modern organizations and meet the rising expectations of directors and senior management.
A listing of conferences and events for board directors and corporate governance professionals - July 2009
Failure to take precautions could result in corporate liability. |
Directors Daily News
NACD Directorship's Jeff Cunningham discusses the Best States for Business with "Washington Business Tonight" anchor Stephen Tschida on ABC News Channel 8 in Washington, D.C. Watch Video 
 July 10, 2009 Money spent on Chinese coffee markers cannot be spent on U.S. made products, unless offset by comparable exports. The resulting shortfall in demand for U.S.-made goods and services is a significant cause of the recession and why the economy needs huge stimulus spending to keep going.
July 10, 2009 American International Group is asking the Obama administration’s compensation czar, Kenneth Feinberg, whether it should pay previous agreed-to retention bonuses.
July 10, 2009 Bernard Madoff, convicted Ponzi-scheme mastermind, will not appeal his 150-year prison sentence. 
July 10, 2009 Life is about to get tougher for corporate boards handling executive compensation. Authorities Wednesday released the U.K. Treasury’s report on Reforming Financial Market, the weekly newsletter, Global Proxy Watch, reports in its latest edition. When do you think the recession will end and the economy will turn around?
July 10, 2009 British Airways may see its first major strike in a decade as CEO Willie Walsh presses unions to accept almost 4,000 job cuts he says are necessary for the company to reduce costs and survive the recession.
July 09, 2009 Google is preparing to unveil its own operating system, based on its Chrome browser, to directly compete with Microsoft.
July 09, 2009 The director of the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations will leave her post after 24 years on the job.
July 09, 2009 Berkshire Hathaway CEO Warren Buffett told Good Morning America that he supports a second stimulus plan. 
July 09, 2009 Six former executives at Sky Capital have been indicted by a federal grand jury on a $140 million stock fraud case.
July 09, 2009 U.K. Treasury chief Alistar Darling noted that while the current regulatory framework for the banking system would remain largely unchanged, new rules and stricter punishments will ensue.
 July 08, 2009 It should be a simple matter for the corporate managers with responsibility for pension plan assets to prepare a summary report for the board indicating whether the shares had been voted, and how they were voted. Here's why.
July 08, 2009 The Swiss government announced today that it would not allow UBS to turn over the private information that U.S. authorities have requested on account holders at the bank.
July 08, 2009 Maurice “Hank” Greenberg won a resounding victory over American International Group when a jury said his current firm did not have to give back $4.3 billion.
July 08, 2009 The merger between Bank of America and Merrill Lynch has spurred the departure of at least 18 veteran bankers within the acquired investment bank.
July 08, 2009 The lack of transparency surrounding Steve Jobs’ health over the last six months is the subject of a Securities and Exchange Commission review.
July 09, 2009 CEOs are much more optimistic about the economy’s future than six months ago in several key areas, according to a survey of 100 CEOs by the Conference Board Measure.
July 08, 2009 NRG Energy has rejected a second, larger takeover bid from Exelon valued at $6.9 billion, saying the bid does not adequately reflect the value of the company.
July 07, 2009 The Commodity Futures Trading Commission is considering new rules that would bring restrictions to the speculative trading of commodities.
July 07, 2009 An American International Group lawyer told jurors that Maurice “Hank” Greenberg, the company’s former CEO, lied repeatedly at a trial over whether his private company stole $4.3 billion.
July 07, 2009 The Department of Justice is conducting a review of a potential antitrust law violation on the part of the telecommunications industry, questioning whether some companies are abusing their market power.
July 07, 2009 General Motors CEO Frederick “Fritz” Henderson plans to introduce a greener, more customer-focused company with a leaner management team.
July 07, 2009 The US Department of Justice filed a statement with the US Court of Appeals in New York to presume that payments made by brand-name drug manufacturers to delay generic drug market entry are illegal.
July 06, 2009 UK communications giant BT has announced that it will set its executives’ base salaries at a rate below the average paid to the competition.
July 06, 2009 As Chrysler Group contemplates its future as a unit of Fiat, it named five new members to its board, including four members appointed by the U.S. government.
July 06, 2009 Though mergers and acquisitions can be daunting in a staggering economic climate, a new study shows that such boldness is rewarded even in the latest recession.
July 06, 2009 Software and hardware designer Data Domain has been courting offers from two separate buyers, leading today to an enhanced buyout bid by information infrastructure builder EMC.
July 06, 2009 India's company law board said it has deferred to a July 6 decision to recall government-appointed directors at Satyam Computer Services, which is now called Mahindra Satyam.
July 06, 2009 Toyota is investing $500 million in its Princeton, Indiana plant for extensive renovations.
A year ago Toyota’s global budget for plant construction and upgrades was 1.3 trillion yen, or 36 percent more than for the current fiscal period.
July 02, 2009 The Securities and Exchange Commission has made a dramatic change in the proxy voting process, having adopted a proposal that states that broker-dealers can only vote client shares when given express instruction to do so.
July 02, 2009 U.S. utility company Exelon has stepped up its efforts to acquire rival NRG Energy in the latest in a series of attempts to pick up the company.
July 02, 2009 The trend in credit downgrades has slowed, according Fitch Ratings, but warned not to expect much more than that. Downgrades have outnumbered stable ratings for the first four months of 2009, and is the first such occurrence seen by Fitch’s corporate portfolio.
July 02, 2009 Federal investigators have concluded that there is no physical evidence to charge Ruth Madoff, wife of Ponzi scheme mastermind, Bernard Madoff, with fraud.
July 02, 2009 Belgian bank KBC is responding to pressure from regulators and investors by revamping its management team, replacing the executive who oversaw the bank’s downfall in the credit market and separating risk management and financial management functions.
July 02, 2009 Insurance behemoth AIG announced yesterday its completion of its sale of its United States automotive insurance unit in an effort to unload its assets.
July 01, 2009 PROXY Governance, an independent proxy advisory firm, has joined fellow advisor RiskMetrics Group in advising clients to withhold votes from two directors at CPI.
July 01, 2009 The Justice Department said Swiss bank UBS has “systematically and deliberately” violated U.S. law by dispatching private bankers to recruit wealthy Americans in evading taxes and must reveal the identities of 52,000 of those clients. Browse News Archive
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