


![]() Corporate GovernanceCompensation Committee: Fear of the UnknownJune 5,2008 by Theo SharpAs 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 SeasonsJune 5,2008 by David Katz and Laura A. McIntoshEconomic 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 SessionsJune 5,2008 by Edward F. SmithCandor 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. CookExecutive 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 PillJune 1,2008 by Gretchen MichalsHarvard 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 2008June 1,2008 by Jeff CunninghamKeep your eye on the Norm, Zipcar, interest rates, Barney Frank, and paper clips. Full Story Directors to WatchJune 1,2008It’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 WatchJune 1,2008 by Joseph McCaffertyIn 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 LiabilitiesJune 1,2008While 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 LawsuitsJune 1,2008 by Shirin Jaafari–DehaghiThink 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 RiskJune 1,2008At 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 1,2008While 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 GuideJune 1,2008 by Steven B. HantlerCommentators 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 WarnerA 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 RealitiesApril 1,2008 by Henry R. KeizerWith 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 PajamasApril 1,2008 by Matt PerkinsNo 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 BoardApril 1,2008 by Joseph McCaffertyWhat 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 2008April 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. DavisApril 1,2008George 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 ExcellenceApril 1,2008 by Joseph McCaffertyOne 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 SenseApril 1,2008 by Pearl MeyerThe 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 FlagsApril 1,2008 by Michael RossIf 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 HandsApril 1,2008At 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 SECApril 1,2008The 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 2008April 1,2008Recent board appointments: Zelnick, Breeden, Sheehan, more. Full Story Preparing for the UnknowableApril 1,2008The 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 BoardApril 1,2008Fortune 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 TimesApril 1,2008 by Michael P. KellyAssembling the perfect board requires that directors undertake a periodic look at whether their composition is indeed in balance. Full Story Revving Up Performance PayApril 1,2008 by Yale D. TauberLarge institutional investors are pushing public companies to take a page from the private-equity playbook. Full Story SWFs to the RescueApril 1,2008 by Aaron BernsteinOver 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 |
![]() ![]() ![]() The Directorship 100 InstituteThe 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.
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