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Board Administration

 

A 'Chewable' Poison Pill

June 1,2008 by Gretchen Michals
Harvard Professor Lucian Bebchuk is on a quest to modify the corporate takeover defense mechanism known as the poison pill. And boards are taking notice. Full Story

What Worries Corporate Directors?

May 1,2008 by Judy Warner
A slew of board surveys show that boards are increasing their number of independents, and working slightly fewer hours. They also show that strategic initiatives, rather than compliance and regulation, are now at the top of the board's list of concerns. Full Story

Board Meetings in Pajamas

April 1,2008 by Matt Perkins
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

Building an Exceptional Board

April 1,2008 by Joseph McCafferty
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

Directorship Profile: George L. Davis

April 1,2008
George L. Davis jointly leads the Board Consulting Practice at executive search firm Egon Zehnder International, and is a founding member and managing director of its Boston office. He cites a growing trend toward succession planning at the board level and sees it as a way to equip the board to better manage the shrinking director candidate pool. Full Story

Editor's Letter: In Search of Excellence

April 1,2008 by Joseph McCafferty
One of my favorite rites of spring is the start of baseball season. All of the off-season dealing is done and now the players take the field, and we see who has stepped up their game and who looks a little slower this year. Full Story

Ram Charan: Bettering the Board

April 1,2008
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

Recruitment: Building the Right Board for the Times

April 1,2008 by Michael P. Kelly
Assembling the perfect board requires that directors undertake a periodic look at whether their composition is indeed in balance. Full Story

Uncommon Women

April 1,2008 by Sheli Z. Rosenberg
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

Martin Lipton's 'To-Do List' for Boards

February 1,2008 by Martin Lipton
The job of corporate directors will not get easier as this year progresses. The following is a list of the key issues that directors will need to address in 2008. As directors are pulled in many different directions by a number of constituencies, they will need to find balance among these often competing interests and above all, remain true to their own views of what is best for the company. Full Story

Non-Public Firms Also Face Exposure

February 1,2008
Public company board directors dream of taking their company private to escape onerous regulation, the high cost of compliance, and the sometimes conflicting demands of different shareholder groups. Full Story

The Case for Independent Counsel

February 1,2008 by Michael Rugen
Since passage of the Sarbanes- Oxley Act (SOX), two clear trends have emerged in corporate governance. First, most directors and CEOs have come to recognize the value of an independent board (See “The Rise of Independent Directors"). In a recent survey, directors identified the two most significant attributes of a well-run board: regular executive sessions outside the presence of management and a high percentage of independent members. The second trend: Directors operating in an increasingly regulated and litigious environment are seeking legal advice more frequently as a regular feature of board diligence. More than three quarters of directors said they anticipated consulting with outside counsel in the coming year. Full Story

The Rise of Independent Directors

February 1,2008 by Jeffrey N. Gordon
The composition of large public company boards has dramatically shifted from approximately 20 percent independents in 1950 to 75 percent independents today. What accounts for this remarkable shift in the governance completed in a relatively short time? The answer will not be found in better economic results. Full Story

'Financial Experts' Beware!

December 1,2007 by Joseph Hinsey
Sitting on the audit committee can be a tough job. Wearing the “financial expert” hat is even more of a challenge, and just one of the many regulatory interventions that have made life difficult at times for board members. Supporters predicted that as time went on, provisions of the Sarbanes-Oxley Act of 2002 (Sarbox*) would become old hat and boards could get back to the business at hand. Full Story

25 Years After Tylenol: What Have We Learned?

December 1,2007 by Robert Dilenschneider
Twenty-five years later, Johnson & Johnson’s reaction to the Tylenol product-tampering incident in 1982 is still the gold standard in crisis management. All boards should learn from the lessons of the Tylenol case and should be aware of new lessons that have emerged as events have changed the nature of the public marketplace. Full Story

CEO Succession: From Firefighting to Stewardship

December 1,2007 by Keith Meyer
Despite the critical importance of CEO succession, many boards find themselves unprepared when the inevitable actually comes to pass. As a result, what should be an orderly, well-planned transition often turns into a firefighting exercise more akin to crisis management than farsighted stewardship. Full Story

Lipton vs. Bebchuk

December 1,2007 by Aaron Bernstein
Do stockholders own the company? To most board members, and probably most Americans, the idea is so axiomatic that the question hardly seems worth asking. Yet a long-simmering debate on the age-old argument over the board’s responsibilities to shareholders versus the arguably inherent rights of all company stakeholders recently burst out in the open, shedding new light on that central question. Full Story

Making it Work: The CEO and Board Relationship Roundtable

December 1,2007
Like any successful partnership, it takes is trust, understanding, and a mutual view of the goals for CEOs and the board to work well together. The best boards and CEOs communicate through the official structure of the board and an informal network, and understanding how both work is the key. Full Story

Peer Exchange: Compensation Strategies

December 1,2007
No board-related topic generates as much lively debate these days as executive pay, and it’s likely the discussion will intensify over the coming year. This isn’t surprising, given the national business media’s tabloid-like fascination with CEO pay. An additional factor will be the unknown and perhaps unintended consequences of Compensation Discussion and Analysis (CD&A), giving boards reason to believe the compensation controversy will continue to draw attention. Full Story

Peer Exchange: Getting a Grip on Data Loss and Theft

December 1,2007
Security breaches that put credit card numbers and personal information of customers or employees into the hands of those who would misuse the information or sell it on the black market make headlines almost on a daily basis. Whether the breach occurs through hacking, a dishonest employee, or a misplaced laptop or backup tape, the risks that come with lost or stolen data are real and can have a devastating effect on business. Full Story

Postings: Directors Recently Elected to Boards

December 1,2007
PepsiCo treasurer Lionel L. Nowell, III was elected to Reynolds American’s board, and will serve on the audit committee. Nowell is also a board member of the American Electric Power Company. Full Story

Topic A: Does Independence Matter?

December 1,2007 by Michael P. Kelly
There is currently no hotter topic in the mutual fund industry than that of board independence. The debate begins with how exactly to define “independence” as it relates to mutual fund boards of directors, and continues into the discussion of the true impact of board composition on mutual fund shareholder experience. How important is board independence to fund performance? Full Story

What Worries Board Directors?

December 1,2007 by Judy Warner
Here’s some welcome news: strategic initiatives, rather than compliance and regulation, top the list of board directors’ concerns. According to a survey conducted by The National Association of Corporate Directors (NACD), strategy topped the list for the first time, an indication that board members’ forced obsession with regulatory compliance is starting to wane. Full Story

New Board Members named at Fannie Mae, Charlotte Russe, DuPont and More

October 29,2007
Fannie Mae appoints John C. Sites, Jr. to board of directors. Charlotte Russe's Mark Rivers leaves the board while Herbert Kleinberger joins. DuPont board elects Lockheed Martin EVP. Full Story

George Clooney Joins Board of Enviro-Startup and Other Board Appointments

October 24,2007
George Clooney will join the board of an environmentally sound, Swiss energy startup funded by Swatch chairman. Meanwhile, CarMax, Inc. announced that its board of directors has elected Staples' Shira D. Goodman, and Ronald E. Blaylock, founder of Blaylock & Company, Inc., to serve on the board. Full Story

New Board Members Named at Coca-Cola, Atari, and More

October 19,2007
Coca-Cola Co. has announced that its board of directors elected former U.S. Secretary of Labor Alexis M. Herman as a director of the company. Full Story

Buffett Sells PetroChina Stake: Profit Taking or Yielding to Activists?

October 12,2007
Warren Buffett has decided to sell off his most high-profile investment in China – PetroChina Co., of which Berkshire Hathaway, Inc. holds a sizable stake. Activist are claiming victory, but some investors see a shrewd bet that China is overvalued. Full Story

New Board Members Named at Hershey, Millennium, Ventas, and Harmonic

October 5,2007
Hershey's appointed a new CEO and director. Millennium Pharmaceuticals names Jeffrey Leiden to the board. Harmonic appoints Patrick Gallagher to it's board of directors. Full Story

Sir Roy Anderson joins Glaxo Board, and More Board News

October 2,2007
eBay announces management changes, McCormick & Co. names new president and CEO, Glaxo appoints a new board member, and other board news. Full Story

Drucker in the Boardroom

October 1,2007 by Elizabeth Haas Edersheim
Although generally known throughout his storied professional life for his work with chief executives, Peter Drucker advised hundreds of boards of diverse organizations around the world, constantly reminding them of the need to stay true to their role as a constructive “adversary of top management.” Full Story
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