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Corporate Governance

 

Compensation Committee: Fear of the Unknown

June 5,2008 by Theo Sharp
As with many aspects of board service, the biggest personal and financial risks facing compensation committees are often the unknowns: embarrassing revelations that blindside directors and undermine shareholder confidence. Mitigating those risks calls for processes to recognize, track, and ultimately minimize uncertainty, while preparing for the range of possible outcomes. Compensation committees can start by addressing the following fundamental questions. Full Story

Economy: A Plan For All Seasons

June 5,2008 by David Katz and Laura A. McIntosh
Economic forecasts range from dire to optimistic, and the march of unexpected events continues without end in sight. In this current period of volatility, directors may be surprised at how quickly a company’s fortunes can change. They may find themselves in a difficult situation through no fault of their own or their board’s. Full Story

Making the Most of Executive Sessions

June 5,2008 by Edward F. Smith
Candor and unvarnished viewpoints are tremendously important to the audit committee in its oversight role, which is why executive sessions are now standard fare for audit committees. What’s not standard is the value and insight that these sessions produce: Many audit committees continue to wrestle with various factors—like timing and frequency, what’s discussed, who participates, and follow-through with management—that can help, or hamper, the committee’s efforts to get the most out of executive sessions. Full Story

Viewpoint: If You Can't Beat 'Em...

June 5,2008 by Frederic W. Cook
Executive compensation and perceived abuses of the system by some companies have continued to put compensation committees under the microscope. To avoid the risk of a legislated advisory vote on pay, directors might consider a compromise. Full Story

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

Coda: June / July 2008

June 1,2008 by Jeff Cunningham
Keep your eye on the Norm, Zipcar, interest rates, Barney Frank, and paper clips. Full Story

Directors to Watch

June 1,2008
It’s no secret that directors skew toward an older demographic. After all, most boards are looking for individuals who possess a career’s worth of experience and wisdom—executives who have battle scars and gray hair to prove it. Full Story

Editor's Letter: States and Directors to Watch

June 1,2008 by Joseph McCafferty
In this issue, we bring you our annual Boardroom Guide to State Litigation Climates and our “Directors to Watch” special feature. Full Story

Global Companies, Global Liabilities

June 1,2008
While some litigation trends in the United States are troubling for business leaders and directors, what is happening in many countries around the world can be downright scary. As the pace of globalization intensifies, board members become targets for personal liability in far-off jurisdictions. Full Story

Lawyers + Hedge Funds = More Lawsuits

June 1,2008 by Shirin Jaafari–Dehaghi
Think that the United States fosters an overly litigious society now? Wait until huge dollars start flowing to the plaintiffs’ bar from third-party investors looking for a share of case settlements. That’s exactly what some legal experts think could happen here in the near future. Full Story

Peer Exchange: A Systematic Approach to Risk

June 1,2008
At the conclusion of World War I, French Prime Minister Georges Clemenceau famously said that war was too serious to entrust to soldiers. The same can be said of risk: it is too important to be left solely to corporate compliance officers. That was the broad consensus when a Directorship Roundtable was convened on the topic of corporate governance and compliance. Full Story

Peer Exchange: Has the Pendulum Swung Too Far?

June 1,2008
While some of the backlash against executive compensation is beginning to abate, presidential politics, Congressional hearings, and institutional investors continue to point the spotlight on what has become a populist issue. A recent Directorship Roundtable on executive compensation explored such trouble spots as pay for performance, the proper metrics to use when setting targets, the decision to disclose targets, and the effect of private equity on executive recruitment and retention. Full Story

State Litigation Guide

June 1,2008 by Steven B. Hantler
Commentators taking note of the recent felony convictions of several high-profile plaintiffs’ lawyers, including Bill Lerach and Melvyn Weiss, have declared that the tort reform battle is over and the corporate defenders have won. Nothing could be further from the truth. While a few big guys may be cooling their heels in jail, it’s still not safe to tread in America’s litigation waters. 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

Adapting to New Economic Realities

April 1,2008 by Henry R. Keizer
With the prospect of continued economic slowdown in 2008, audit committees are paying particular attention to the recessionrelated risks that are facing their companies. At the same time, they are taking a hard look at their company’s risk-management processes—understanding the quality of the company’s risk intelligence—and many are focusing on the tone at the top and culture of the organization as critical to effective risk management. 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

Coda - April / May 2008

April 1,2008 by Jeff Cunningham
“The principal reason for strategic failure [is] the inability to interpret weak signals. Great growth opportunities and dangerous threats are rarely obvious at the beginning…[Managers must] determine which developments on the periphery of their corporate vision they can safely ignore, and which ones pack the disruptive potential.” – Paul Schoemaker, Wharton professor, author of Profiting from Uncertainty and Peripheral Vision. 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

Executive Pay: What Really Makes Sense

April 1,2008 by Pearl Meyer
The drive by regulators, institutional shareholders, activists, and the media to reduce perceived executive-pay abuse is following a path that could have serious unintended consequences, limiting the exercise of business judgment by directors in their determinations. Full Story

Fraud's Red Flags

April 1,2008 by Michael Ross
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

Leaving Allstate in Good Hands

April 1,2008
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

No Lame-Duck Status for SEC

April 1,2008
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. Full Story

Postings: April / May 2008

April 1,2008
Recent board appointments: Zelnick, Breeden, Sheehan, more. Full Story

Preparing for the Unknowable

April 1,2008
The ongoing crisis in worldwide credit markets points, in part, to a colossal failure in risk assessment at a stunning number of companies. The questions on the minds of directors today are, “How can any board adequately anticipate and prepare for the unknown?" 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

Revving Up Performance Pay

April 1,2008 by Yale D. Tauber
Large institutional investors are pushing public companies to take a page from the private-equity playbook. Full Story

SWFs to the Rescue

April 1,2008 by Aaron Bernstein
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
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