Current Issue
 Top recruiters say that one size does not fit all when it comes to filling seats on the board. An individual who would be a perfect match for one board might be a disaster on another. Yet there are qualities that make for great corporate directors. We single out a few that possess them. Full Story 
What does a great board look like? Is it a group of star business personalities, or one that lives up to the highest standards of good corporate governance? Is it the board of a company that consistently beats analysts’ estimates, or one that has deftly handled adversity and CEO succession? The answer is that there are no answers. Full Story
 At the end of April, Edward M. Liddy will step down from his role as chairman of insurance giant Allstate, leaving the publicly traded insurance company on solid footing and—forgive the phrase—in good hands. Liddy’s retirement and the plan for Thomas J. Wilson to succeed him as chief executive is a textbook case of orderliness. Full Story
Companies with more female board members outperform their peers. Yet there remains a striking disconnect between this financial imperative and the actual numbers of women sitting in seats of influence. Across the country and throughout industry after industry, the numbers at the top are dispiriting. Full Story
Over the past six to nine months, it has seemed as if many major American and European financial institutions have been getting government bailouts. Only the governments haven’t been in Washington or Paris. Full Story
No assembly required for these board meetings. Using what have been dubbed “board portals,” either created in-house or by outside providers, some directors are virtually moving the board process online. Full Story
Fortune magazine described Ram Charan as the most influential consultant alive. Here he covers 10 issues—five external and five internal—impacting today’s boards. Full Story
If the massive $7-billion alleged fraud at French bank Societe Generale teaches us anything, it is that fraud is always a possibility. It can be perpetrated at almost any level, from the corner office to a rogue mid-level employee. Full Story
Large institutional investors are pushing public companies to take a page from the private-equity playbook. Full Story
One constant associated with companies that can sustain high performance is that they manage succession well. And more often than not, these long-term high performers pick insiders to succeed incumbents. Full Story M&A and Private Equity
Closing a lightning-fast deal, Ontario Teachers’ Pension Plan’s (OTPP) private-equity unit acquired proxy adviser Glass Lewis for $46 million from troubled Xinhua Finance in October.
Peter Solomon has served on 21 boards in his life. He now sits on only one. New independence rules have forced a choice between serving on boards and advising clients, and the choice, he says, is an easy one to make. It is just one more development in the corporate arena and on Wall Street, which Solomon, 68, has studied during his 44-year career.
Unused in friendly transactions for many years, the tender offer has returned as a viable—and in many cases superior—alternative to the single-step merger for strategic and private-equity acquisition structures. Indeed, the first six months of 2007 have seen at least 29 tender offers for U.S. targets with a market cap in excess of $200 million, compared with just 5 for the same period in 2006.
Over the last several years, private- equity funds have fueled deal-making activity that only recently abated due to the dislocation in the credit markets. This temporary lull provides an appropriate time to review the lessons from several recent decisions of the Delaware Court of Chancery, the nation’s preeminent business court, concerning the litigation that inevitably follows the announcement of a “going-private” transaction.
Talk about a drop-off. Merger and acquisition activity came to a screeching halt late this summer when concerns in the credit market made financing for large deals all but impossible, especially for private-equity blockbusters that had been fueling the M&A boom. Strategy & Leadership
The Securities and Exchange Commission might be down to only three commissioners of its normal panel of five, but that doesn’t mean it isn’t busy. Recent actions will affect this season’s proxies and naked short sellers. But it is an old rule, Reg FD, that is getting the attention of directors.
Directors and institutional shareholders disagree on whether the current U.S. executive pay model is changing for the better. But while the two groups are split on the pay process, both agree that the status quo is giving Corporate America a bad rap. A recent study by consulting firm Watson Wyatt reveals that two-thirds of directors think the current system is improving, while only 36 percent of institutional investors feel the same way. Both groups also disagree over whether the pay model has helped improve company performance.
Ram Charan is one of the world’s top advisers to CEOs and boards.
At the end of April, Edward M. Liddy will step down from his role as chairman of insurance giant Allstate, leaving the publicly traded insurance company on solid footing and—forgive the phrase—in good hands.
Qualities that make great corporate directors and the individuals who possess them. |
Governance News Daily
Co-Presented with ISS/RiskMetrics Group featuring Dave Dorman of Motorola, Josh Weston of ADP, Jim Benson of John Hancock, Irv Becker of Hay Group, and John Wilcox of TIAA CREF and Jeff Cunningham, moderator
Watch Video 
May 14, 2008 William Donaldson is among a group of former Securities and Exchange Commission chairmen who today will publicly endorse Democratic presidential candidate Barack Obama.
May 14, 2008 Shares of Yahoo spiked yesterday after reportsthat billionaire activist Carl Icahn is weighing whether to lead shareholder revolt to oust the internet portal's board. Yahoo's board is under fire for allowing Microsoft to walk away from a deal to buy Yahoo for $33 a share.
May 14, 2008 The board of IAC/InterActive Corp., in a meeting Monday, began the first of several meetings to finalize plans to break the company into five publicly traded entities. IAC Chief Barry Diller is unlikely to work a stock swap that would allow a clean break from John C. Malone's Liberty Media. 
 May 13, 2008 Rising gasoline, diesel, and utilities prices are driving up consumer prices. The energy index should continue to increase through the summer, even as gasoline prices top out, because the full brunt of rising oil prices have not been felt by utilities.
May 13, 2008 A 32-year veteran of the California Public Employees' Retirement System (CalPERS), who most recently served as an executive officer of the actuarial and employer services branch, has been named interim CEO.
May 13, 2008 In advance of its annual meeting and apparently spurred by media coverage, Exxon Mobil is stepping up its campaign to shareholders urging them to vote no on resolutions that would give shareholders a say on pay and split the role of the chairman and chief executive.
 May 13, 2008 In a harshly worded letter issued yesterday to AIG's board, Maurice R. "Hank" Greenberg said the insurer was "in crisis" and urged directors to postpone its annual meeting scheduled for tomorrow. Do you think companies should adopt Say on Pay provisions?
 May 12, 2008 Executive recruiter CTPartners surveyed its clients and found that more than half would hire a qualified 72-year-old CEO. That's the age John McCain, the presumptive Republican presidential nominee would be if elected in November.
May 12, 2008 Merger and Acquisition activity is way off last year's pace, but one bright spot is M&A completed by hedge funds. They account for 40 percent of the deals done in the investment industry so far this year.
May 12, 2008 Rebuilding a board after emerging from bankruptcy often falls to creditors but some executives believe a better approach is a collaboration between management, incumbent directors, and creditors.
 May 09, 2008 President Bush intends to nominate Washington University Law School Professor Troy Paredes (pictured) to the Securities and Exchange Commission, replacing Paul Atkins, a Republican commissioner who has announced his plan to step down once his successor is in place.
Do you think that Ben Bernanke and the Fed have done a good job since the economic downturn?
May 09, 2008 Standard & Poor's said it will beef up its credit ratings process for nonfinancial companies and begin to include commentary on its findings in reports in the fourth quarter.
May 08, 2008 Investment banks are under pressure from the Securities and Exchange Commission to make public details of their funding levels.
May 08, 2008 As the competition in the cell phone market grows between Apple and Google, questions about the role of Google CEO Eric Schmidt on the computer maker's board may also be on the rise. Should the board use independent compensation consultants on executive pay?
May 07, 2008 Companies and activists are increasingly using telemarketing-style calls to remind investors to vote their proxy.
May 07, 2008 GM Chief Executive Rick Wagoner's compensation rose 64 percent in 2007 on the basis of reducing the automaker's healthcare costs, expanding overseas, and improvements in sales of its cars and trucks.
 May 06, 2008 In the first stockholder vote on executive pay, shareholders of Aflac overwhelmingly approved more than $12 million in compensation for Chairman and CEO Dan Amos.
May 06, 2008 Random House's Peter Olson is expected to step down as CEO in the near future. The publishing giant is seeking to overhaul its struggling business.
May 06, 2008 The meeting is likely to serve as a referendum on how Yahoo management responded to Microsoft's bid. All 10 of its directors are subject to re-election annually.
 May 06, 2008 Commissioner Paul Atkins announced that he is resigning from the Securities and Exchange Commission. His planned exit comes on the heels of a rash of turnover at the regulatory agency.
 May 05, 2008 Fred Buenrostro, chief executive of the California Public Employees’ Retirement System (CalPERS) said in a statement released over the weekend that he will retire at the end of the year. Meanwhile, the board is expected to discuss naming an interim CEO at its next meeting later this month.
May 05, 2008 Recent trends in compensation prompted the law firm Gibson, Dunn & Crutcher to issue some new advice to directors on how they should approach their own compensation packages.
May 05, 2008 United Airlines workers are opposed to an executive compensation plan that would, in effect earmark stock valued at $130 million for incentives. Should the CEO and Chairman roles be split?
 May 02, 2008 The Rockefeller family has proposed four proxy resolutions asking for the positions of chairman and CEO to be separated and for Exxon to shift its focus to renewable energy.
May 02, 2008 Stockholders re-elected Verizon board members and rejected all shareholder proposals.
May 02, 2008 Shareholders narrowly rejected a shareholder proposal for an advisory vote on executive compensation.
 May 01, 2008 With the lip service being paid to corporate succession planning, Ed Lawler's newly published book "Talent" provides an in-depth look at how organizations can become more people-centric. He says companies need leaders who can develop a culture of leadership.
May 01, 2008 The Associated Press named Sam Zell and Rupert Murdoch to its board of directors. E*Trade elected Frederick Kanner to the board. CA, Harrah's, and NCR Corp. also welcomed new directors.
 May 01, 2008 This is another one of those lists you don't want to be found on: highest-paid CEOs at the poorest performing companies. On the flip side, the "best bosses for the buck" include Amazon's Jeff Bezos and GameStop's Richard Fontaine.
May 01, 2008 Does the involvement of a comp consultant that also has contracts with management yield higher pay packages for corporate executives? That's a popular notion spurring hearings on Capitol Hill and debates elsewhere. But new research suggests there is no link.
May 01, 2008 The costs of complying with Section 404 are way down, but total audit fees rose slightly from last year by about two percent on average.
April 30, 2008 One of the most powerful investors in the Middle East says Dubai World will be less likely to invest in those countries where greater transparency is being sought saying such practices put ruler-backed investment funds at a disadvantage to private equity.
April 30, 2008 Court documents in a shareholder suit filed against Yahoo reveal that Microsoft has considered earmarking $1.5 billion to retain Yahoo employees if the software giant's bid to acquire the internet portal is successful.
April 30, 2008 The Carlyle Group is the largest private-equity firm in the world trumping Goldman Sachs, TPG, Korhlberg Kravis and CVC Capital Partners.
April 29, 2008 The Australian government may change company laws in order to protect directors from legal action over breaches of disclosure.
April 29, 2008 An independent chairman and a greater role for the board of directors at Exxon Mobil are among the changes being sought by the Rockefeller family, the longest continuous shareholder in the oil company.
April 29, 2008 Fred Buerostro, chief executive of the California Public Employees’ Retirement System (CalPERs), the largest U.S. pension fund, said yesterday he would retire, days after its chief investment officer said he would step down.
April 28, 2008 Corporate directors particularly at financial services firms are likely to follow the lead of UBS chairman Peter Kurer. During the global bank's annual shareholders meeting last week Kurer outlined plans to reorganize its board to create a risk committee.
April 28, 2008 The growing gap between corporate managers and workers is creating tensions. "Should a CEO make five times or three times or twice what the other group makes? That's debatable, but 20 times is lunacy," General Electric CEO Jeffrey Immelt has said.
April 28, 2008 Corporate monitors have been a controversial element of agreements to settle corporate wrongdoing. In response, the Department of Justice recently issued nine principles it will consider when assigning monitors.
April 25, 2008 Former money manager Marc Gabelli and chief operating officer Bruce Alpert are facing fraud charges.
April 25, 2008 A Wall Street short seller was indicted yesterday on charges he spread false rumors about a Blackstone Partners' takeover deal.
 April 25, 2008 Erich Reinhardt. a managing board member at Siemens, resigned earlier this week amid a deepening probe into charges the German engineering giant created a slush fund for bribes used to secure foreign contracts.
April 25, 2008 A lawsuit filed against Apple and its CEO Steve Jobs alleges new evidence of backdating stock options.
 April 24, 2008 The Swiss banking giant unveils corporate governance reforms after earlier in the week admitting risk control lapses and other management missteps.
April 24, 2008 A federal district court has reaffirmed the fundamental principal that boards, not stockholders, are charged with making corporate business decisions.
April 24, 2008 Microsoft's board wish list for Yahoo includes several notables should it decide to pursue a hostile takeover.
April 24, 2008 Transparency is key to understanding sovereign wealth fund investments, SEC official testifies.
April 23, 2008 Angry shareholders confronted the Citi board at its annual meeting this week. It was ugly, but the board survived.
April 23, 2008 CalPERS added new guidelines regarding climate change disclosure and board diversity to its corporate governance program.
April 23, 2008 The Conference Board recently released a set of recommendations for public companies who find themselves the targets of hedge fund activists.
April 22, 2008 The Treasury department is proposing new regulations for foreign investors that would minimize scrutiny of transactions. Browse News Archive
|
|
 
Upcoming Events Global Risk Management (Roundtable)
May 15, 2008, 12:00 - 2:15pm Yale Club of New York To register, click here.
CEO & Board Compensation (Roundtable)
May 21, 2008, 12:00 - 2:15pm
The Chicago Club To register, click here. Building Better Boards (Power Breakfast Roundtable)
June 19, 2008, 8:15 - 10:30am NASDAQ MarketSite To register, click here. CEO & Board Compensation (Roundtable)
September 24, 2008, 12:00 - 2:15pm To register, click here. 
The Annual Directorship Survey of CEOs & Board Directors
  The annual global gathering of leading board directors and corporate influentials. For more information click here or call 617.399.3043.  The Directorship 100 Institute, held on December 2, 2008, brings together the most well respected voices in corporate governance. For more information click here or call 617.399.3043.
|
