Welcome to the third edition of the Directorship 100, the who’s who of the corporate governance community, or, more accurately defined, the most influential people in the boardroom. When we set out three years ago to identify those 100 individuals who exert the most profound influence on the boardroom agenda, it seemed like a daunting task: so many stakeholders in business, government, and the shareholder community, but too few places on the roster by order of magnitude.

What we also discovered in putting the list together was that in some instances, it became impossible to separate the captain from the team. This year’s D100 is a case in point: Our editors and board of advisors were nearly unanimous in our selection of President Barack Obama as this year’s most powerful corporate governance influence. And yet, to do justice to the seismic shift his policies have brought about in the boardroom, we also had to recognize the many other  “New Voices” in the Administration who are now leading the greatest financial reform of American business since the 1930s.

So, we ask that in the pages ahead you pay more attention to who counts, and less to how we count, in arriving at our final selection of individuals and institutions that have met the requirement to be “most influential.” We think you’ll agree it’s an intricate and impressive mosaic where the whole equals much more than the sum of its parts, which may or may not be greater than 100.

Regulators & Rulemakers

Team Obama
It is often written that reasonable people may disagree, and with Americans and their Presidents, it is practically a way of life. But even an unreasonable person could only conclude that this President and his Administration are having a profound and lasting influence over the boardroom. President Barack Obama has demonstrated an enormous capacity for calm in uncertain times. His relative youth leads to frequent comparisons to John F. Kennedy and his communications skills to those of Ronald Reagan. But it is his aggressive response to the unparalleled economic challenges that greeted him at the dawn of his young presidency that harkens back to an earlier figure of towering influence,  Franklin D. Roosevelt.

FDR’s massive social and financial reform programs—the creation of Social Security as part of the New Deal, the establishment of the Securities and Exchange Commission (SEC) and the Federal Deposit Insurance Company (FDIC)—helped restore confidence in the nation’s banking system coming out of the Great Depression. One could plausibly take major portions of FDR’s New Deal and substitute his name with President Obama’s.  The implementation of the $787-billion American Economic Recovery Act one month after Obama took office, coupled with his handling of the Troubled Asset Relief Program (TARP), which sought to strengthen the financial sector by buying up the assets and equity from troubled banks, has clearly helped the nation avoid further financial disaster and put the economy on the path to recovery.

And finally, turning again to the FDR playbook, Obama assembled a team of wise men and women, formidable economic and business minds, whose decisions are having a lasting effect on the role of the corporate director. Preeminent among them was the choice of Rahm Emanuel as chief of staff. Described as a veritable “influence machine,” within the Administration and Congress, the former Congressman from Obama’s home state of Illinois is known as a hard-charging, brutally candid, sometimes combative, acutely intelligent man who can get things done and knows the ways of the Capitol and the boardroom.

The Enforcers
Perhaps second only to Obama in terms of her influence on boards and corporate governance, career regulator Mary Schapiro heads up the 75-year-old SEC. Before the crisis, the agency’s very existence was in question: “Obsolete,” “out of touch,” and “behind the times” were just some of the many terms uttered by detractors. The Commission, under former chairman Christopher Cox, was pilloried for missing the Madoff scandal.

As former SEC chairman and Directorship 100 Hall of Famer, Arthur Levitt described her: “She has the skills, the intellect, and the character to be a superb SEC chair.” But Schapiro will face a new kind of challenge in the role, not just that of proving her own qualifications, but also instituting a significant remodeling of the SEC itself, as she works to bring it into the new regulatory era.

Moving swiftly to address regulatory concerns in the wake of the financial crisis, the SEC has rolled out a series of proposals that could embody the biggest change to the rules of the game for directors in some time. Schapiro, who is no stranger to the boardroom, having served on the boards of Duke Energy and Kraft Foods, has overseen proposed rule changes on proxy access, broker voting, say on pay, and new requirements for disclosure on executive compensation and director qualifications. It’s now up to her and fellow commissioners Kathleen Casey, Elisse Walter, Luis Aguilar, and Troy Paredes to determine the final regulations that emerge from the proposals.

Other key players Schapiro has brought into the SEC include Senior Advisor Kayla Gillan, Chief Accountant James Kroeker, and Director of Enforcement Robert Khuzami. Gillan was a founding board member of the Public Company Accounting Oversight Board (PCAOB) and former general counsel to CalPERS. Kroeker joined the SEC as deputy chief accountant in 2007 from Deloitte and Touche where he had been a partner in the firm’s national accounting services group. Kroeker recently said that the proposed road map for the convergence of International Financial Reporting Standards,pushed to the back burner amid the larger issues of market reform, would be restored as another top priority. Khuzami is a former federal prosecutor, has pledged to improve the SEC’s enforcement performance by creating specialized units to provide “structure and resources for staff to ‘get smart’ about certain products, markets, regulatory regimes, practices and transactions.”

TARP Overseers
Another example of Obama’s preference for brains over politics was his reappointment of Sheila Bair to chair the FDIC. Another fiscally conservative Republican, on Bair’s watch alone this year, 94 banks have failed, creating a new challenge:  how to replenish the fund. Bair has also been an integral part of the team overseeing TARP. Neil Barofsky is a former New York assistant attorney general confirmed by the Senate in December as special inspector general. Dubbed the “TARP Cop,” his job is to figure out how and where the $700-billion TARP funds are spent, reporting directly to the President and providing updates to the Congressional Oversight Panel chaired by bankruptcy expert and Harvard Law School professor, Elizabeth Warren. COP’s first report, released in February, casti-  gated then-Treasury Secretary Henry Paulson for his performance and lack of transparency, reporting that the Treasury Department  had overpaid by $78 billion for the assets it bought from banks.

Interestingly, while Obama sponsored and was a strong proponent of  “say on pay” legislation while a senator, since appointing Kenneth Feinberg special master of compensation, he has appeared unwilling to make the issue a top priority. Feinberg, who has immersed himself in some of the country’s most troublesome and high-profile cases, is considered a superb choice, both in terms of skill and temperament, by Capitol Hill insiders. His most noteworthy case was the 33 months of pro-bono work he did following the 2001 terrorist attacks to determine how much each victim would receive from the federal government’s September 11th Victim Compensation Fund.

Feinberg may in fact be perfectly suited for a job that most compensation specialists see as thankless, and possibly as a “no win” situation. As the Obama Administration’s comp expert, Feinberg was called on to monitor the compensation of executives in what were once some of America’s most prestigious corporations, now TARP recipients, including American International Group (AIG), Bank of America, Citibank, Chrysler, GMAC, and General Motors.

Fed to the Rescue
To prevent American capitalism from spiraling deeper into the abyss, nine months after President Obama made his first Cabinet announcement, he re-nominated Ben Bernanke as Federal Reserve chairman. The former Princeton economics professor was selected by Bush in 2005 to succeed Alan Greenspan. In 2008 after the market crashed, Bernanke invoked emergency powers, slashed interest rates, and spent trillions of dollars to right the financial system. Just last month, he declared the recession “likely over.” Though he seldom gives interviews, Bernanke is never far from the public eye and has been a stalwart in the transition between presidential administrations and in the effort to stem the economic slide.

When then President-elect Obama named his economics team, it included players who, like Bernanke, were already steeped in the crisis details, demonstrated a studied understanding of Depression-era economics, or some combination of both. Enter Treasury Secretary Timothy Geithner and Chief White House Economic Advisor Lawrence H. Summers. Geithner, who is currently pushing legislation to provide more systematic regulation of financial institutions, including new limits on executive compensation, recently told one interviewer that he is optimistic major reforms will be passed.

Prior to his appointment replacing Henry Paulson, Geithner was president of the Federal Reserve Bank of New York and part of the team central to the critical negotiations that resulted in Bear Stearns being tucked into JPMorgan Chase, Merrill Lynch going to Bank of America, Lehman Bros. disappearing, and Citigroup and other struggling banks getting a lifeline.

Summers, the former Harvard University economist who became its president following his tenure as Treasury Secretary to President Clinton, is director of the Cabinet’s National Economic Council. The group was established in 1993 to coordinate and ensure that the President’s economic policy agenda is carried out.

Rounding out the team, Paul Volcker, the former Fed chief under Clinton, was selected to chair the president’s economic recovery advisory board. And Christina Romer, a former UC Berkeley economist, who administration sources suggest is well- regarded by both parties, chairs the Council of Economic Advisers. Her appointment was seen as a further triumph of brain over politics in Obama’s approach to talent recruitment.

The 2009 Boardroom Guide to Legal Counsel is intended to help directors and C-suite executives make informed decisions when looking for or engaging counsel.

In an SEC filing the investment bank said it was the subject of two government inquiries, one on pay and one on its use of credit derivatives.

The success of the bailout of automakers will be judged on “how fully and quickly taxpayer funding is repaid.”

The former
Commander of
U.S. Central
Command
gives insights
on the nature
of leadership,
vision, and
responsibility.

Two global
corporate
leaders swap
ideas on the
economic
downturn and
what the
future holds
for CEOs and
boards.

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.

Experts weigh in on restoring executive compensation confidence while preserving talent and driving business upward.

Deloitte’s Energy industry leaders, Jim Dillavou, Partner, M&A Transaction Services, Deloitte & Touche LLP, and Trevear Thomas, Principal, M&A Consultative Services, Deloitte Consulting LLP, advised clients on many energy related mergers, acquisitions (M&A) and divestitures. In an interview with Directorship, Dillavou and Thomas share their insights on what’s happening in today’s energy M&A marketplace and [...]

2008 was a lousy year for funding. 2009 isn’t looking much better. Bottom line, the new rules for funding look a lot like the old rules, only more so. In other words, the fundamentals — mission, management, market — don’t change. Executing on the fundamentals, however, requires greater degrees of creativity, ingenuity, and mastery than ever before, something best illustrated by example. John H. Capobianco on the outlook for venture funding.

With only 15 announced deals, 2008 was a difficult year for sponsor-backed going-private transactions in the United States. In the first half of the year, despite the constraints of the credit markets, activity was steady with 13 deals being announced. However, activity collapsed in the second half of the year with only two deals being announced.

Just as businesses are rapidly adjusting their strategies and operations to deal with unprecedented pressures and mounting uncertainty, boards and audit committees also are undertaking a more intense level of oversight.

A recent report examines expected changes to pay plans and practices.

Outrage over Wall Street bonuses has prompted the Treasury Department to impose a new
round of limitations on executive compensation programs at financial institutions taking
government funds.

In light of today’s news on compensation limits at TARP companies, we are releasing the attached summary analysis of CEO compensation at TARP participants.

The public, the news media, governance watchdogs, and Congress have long believed that executive pay is out of control and completely unlinked to performance. Now, with a global-market meltdown in full swing, executive compensation has become even more of a lightning rod for economic frustrations, a pressure point for activist investors, and fodder for the media in their bid to portray “greedy” executives.

A report, from Pearl Meyer & Partners, provides insights into the top ten concerns of compensation committees and executive compensation trends, based on the changing economy and expanded disclosure.

The Thomson Reuters Strategic Research team recently assessed which S&P
500 sectors implemented dividend increases, cuts and/or suspensions thus far
in 2008. In addition, the team aggregated and analyzed data from a variety of
sources in an effort to determine which sectors might execute dividend cuts or
suspensions going forward.

Corporate Governance Programs at the Kellogg School of Management

Poised as a nation at a point of economic divide, it is vital that directors anticipate and understand the character of this new administration.