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Cover StoryUCLA Anderson School of ManagementUCLA's Director Education & Certification Program Full Story Indiana University Kelley School of BusinessInstitute for Corporate Governance (ICG) Full StoryDuke UniversityDirectors' Education Institute (DEI) at Duke University Full StoryNorthwestern University Kellogg School of ManagementCorporate Governance Programs at the Kellogg School of Management Full StoryUniversity of MichiganA Customized, In-Boardroom Approach Full StoryNational Association of Corporate Director's InstituteDirector Professionalism Course Full StoryThe Litigation StormBoards were just beginning to bask in the milder securities class-action litigation climate. After record numbers of suits in the early part of the decade, the number of cases was dwindling to the point that directors wondered if a permanent change had occurred. There were numerous reasons for such optimism. Full Story The 'Say-on-Pay' Debate Heats UpFollowing the lead of Aflac and Verizon, more pay proposals are expected to pass this proxy season. As Congress debates whether or not the rule should be implemented for all companies, the controversy over say on pay isn't likely to die down anytime soon. Full StoryPay Advisers Under FireThe building backlash against high executive compensation is honing in on a new target: The national consulting firms that many large corporations use to construct CEO pay packages. Full StoryThe Board's Neglected Risk ResponsibilityImagine you are a member of the board of directors at a diversified equipment manufacturer and you get the following surprise at 5:30 on a Friday afternoon: Two private-equity firms have joined forces to acquire the company. At first, that may sound like good news, since the firms are offering a 30-percent premium to the manufacturer’s market value. The trouble is that their press announcement criticizes the company’s corporate governance approach and promises investors that the buyers will build value by “paying more attention to core competencies and avoiding costly distractions in solutions consulting.” Full StoryHandicapping the '08 Proxy SeasonThe most combative proxy season to date may lie ahead in the coming months. Now that the Securities and Exchange Commission (SEC) has decided to restrict shareholder access to proxies for at least another year, it’s more than likely that investors at some companies will attempt an end run by proposing a record number of proxy-ballot initiatives. Full StoryGlobal Corporate Governance Events CalendarA listing of conferences and events for board directors and corporate governance professionals Full StoryProxy Access: On to the Next BattleLast November’s decision by the Securities and Exchange Commission to restrict shareholder access to proxies kicked off a new round of attacks by opponents of the rule who are more determined than ever to gain access to corporate ballots. In fact, activists contend they may gain more ground than if the SEC had voted the other way. Full StoryThe Ex-MenFormer Securities and Exchange Commission chairmen are a little like ex-presidents: they generally leave public office to pursue endeavors outside the shadow cast by their former role, they are occasionally asked to weigh in on issues of the day, and they generally refrain from heaping too much criticism on each other or the current administration. In December, at the Directorship Institute, an annual gathering of directors and corporate-governance experts, three former SEC chairmen—Richard Breeden, Harvey Pitt, and William Donaldson—let down their guard a little and engaged in a friendly debate on the current regulatory environment. Full Story The Rise of Independent DirectorsThe 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 StoryThe Case for Independent CounselSince 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 StoryA Portrait of an Unconventional CEODavid Novak hasn’t exactly led a charmed life. He grew up in trailer parks, sold encyclopedias door to door, and worked as a night clerk in a run-down hotel. If that’s not bad enough, he is the guy behind Crystal Pepsi, which Time magazine called one of the worst new-product ideas of the twentieth century. Full StoryNo Shortcuts to Long-Term ThinkingIn 1901, George Westinghouse sent a letter to his shareholders explaining that Westinghouse Electric hadn’t issued financial reports for the prior four years because it wasn’t in “the interests of all.” The company didn’t bother with another annual report until 1906. Full StoryCodaWhy is it politicos put on a most winsome smile for Hollywood exports like Steven Spielberg and Babs Streisand, but suddenly turn dour when it comes to exporting pieces of true international commodities like investment banks? Full StoryBeyond Disaster RecoverySince the advent of commerce, merchants have instinctively done things to protect their businesses from risk. After 9/11, however, the subject came to the forefront of boardroom thinking, mostly framed from a disaster recovery perspective. More recently, fallout from the credit crisis forced corporations to consider a new set of dangers. In response, they are adding hedging and hiring strategies to their continuity plans. Full StoryPostingsNew Board Members Named at Kraft, McGraw-Hill, Goodyear and more, Tesoro adopts a poison pill, and a proxy battle ensues at CSX. Full StoryMartin Lipton's 'To-Do List' for BoardsThe 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 StoryNon-Public Firms Also Face ExposurePublic 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 StoryEnvironment is EverythingInnovation is not often thought of as a boardroom preoccupation. But conduct even a cursory review of companies where innovation success is sustained and what you find is a veritable culture of innovation that is integrally bound to the boardroom. So how can directors assure that the companies on whose boards they serve are innovative? Is there a way to quantify innovation? How can a director motivate management to be innovative? And how then does management spur innovation through its ranks? Full StoryWhat CalPERS WantsSpeaking to an audience of board members, advisers, and corporate governance experts, Fred Buenrostro, the chief executive in charge of the country’s largest public pension fund, delivered a call to action: good corporate governance is essential for aligning the interests of investors with management. Perhaps more importantly, healthy capital markets require good corporate governance, he says, if they are to serve the needs of investors and customers. His conclusion: “Good corporate governance improves share price and ultimately reduces the cost of capital.” Full StoryRisk is the WordRecent events on Wall Street and elsewhere have forced companies to view risk in new ways. They are now thinking about the risks that third-party evaluators, such as credit ratings agencies, could be entirely wrong, the risk that everyone is pursuing the same strategy, or the risk that your CEO might need to resign. Full StoryIndex - February / MarchAn index of companies and people featured in the February/March 2008 issue of Directorship. Full Story |
           Related ContentBoardroom ForumsDirectorship Institute & Recognition DinnerSite PagesDirectorship InstituteStrategic Offsite Speaker Registration The Directorship InstituteThe Directorship 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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