Washington February 1 should be an important date on the governance calendar—the tenth anniversary of the influential “Powers Report”—the report of the >>>
Washington The National Labor Relations Board is supposed to be an independent arm of the U.S. government, appointed by the president and confirmed by the >>>
Strategy & Leadership Quite simply, Elisabeth Rosenthal, a reporter and blogger for The New York Times, and her piece in the Sunday New York Times ">>>
Viewpoint “While alive, he lived” were the last words Malcolm S. Forbes would ever publish—his epitaph. To the four sons who inherited his eponymous >>>
Crisis Communications There’s an ongoing transformation in the very way companies define their corporate social responsibility programs. The messages are different, the >>>
Strategy & Leadership General (Ret.) Hugh Shelton was chairman of the Joint Chiefs of Staff under Presidents Clinton and Bush, now devotes his considerable energy and >>>
Governance Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused >>>
SEC In a world where most observers are focused on broad macroeconomic indicators — interest rates, retail sales, movements in the financial markets >>>
Print Magazine General MacArthur was wrong. Old soldiers don’t fade away, they adapt their military crisis management skills to the boardroom. Two other keynote >>>
SEC When I came to the SEC in 2009 to lead the Enforcement Division, the United States was struggling to come to terms with the impact of the financial >>>
Print Magazine Ed Breen, CEO of Tyco, gives most board directors a serious case of CEO envy. As the Directorship 100 keynoter last month, we had the chance to take >>>
Shareholder & Proxy On November 17, 2011, Institutional Shareholder Services (ISS) issued updates to its proxy voting policies applicable to shareholder meetings held >>>
Strategy & Leadership An incredibly sad story is still unfolding at one of our nation’s great academies, and the victims involved cry out for retribution. But responding >>>
Risk The fall of – and uncertain next steps concerning – MF Global Holdings will likely have even more far-reaching consequences than analysts and >>>
Strategy & Leadership Having won eight division titles and one World Series in his time in St. Louis, Tony La Russa’s team once again finds itself on the cusp of >>>
Shareholder & Proxy Top Governance Issues: Executive compensation continues to be an American issue for a second straight year. Only for North America, a majority of >>>
Shareholder & Proxy Next year, NACD will turn 35. Wow! Since I’ve been here for 25 of those years, that makes me feel…well, seasoned. Recently, one of >>>
Strategy & Leadership In the torrent of commentary following Steve Jobs' death, few have noted that his career and his company say something profound in the endless debate >>>
CEO Succession I have so many questions—but one of them isn’t whether the Hewlett-Packard board’s recent selection of Meg Whitman to be CEO was a logical one. >>>
CEO Succession “Pernicious” is too gracious a word for the egalitarian vortex that is swirling about us. We’re now being told by TV and business columnist >>>
Strategy & Leadership No encomium so powerfully captures the Steve Jobs mystique as the Paul Anka song, My Way. When the personal computer was still locked out >>>
Strategy & Leadership When we think of “shareholder activism,” we often envision investors like Carl Icahn, seeking out undervalued companies and taking control >>>
Strategy & Leadership What makes a company successful? To find out, I spent four years interviewing company founders who had successfully launched, >>>
Litigation & Regulation Only a small number of companies experienced a negative “say on pay” vote this past proxy season, but many of the companies that did >>
Risk Management Corporate boards face risks, and sometimes those risks are catastrophic. Those of us who serve as directors, and those of us who advise directors, >>>
Washington Now that the President has delivered his jobs proposal and the pundits have breathlessly discussed its pros and cons, the American public will see it >>>
Compensation A number of derivative suits have been filed in recent months alleging that the senior executive compensation plans at public companies do not comply >>>
Compensation The International Corporate Governance Network (ICGN) has joined the investors and academics who are asking the U.S. Securities and Exchange >>>
Compensation In its excellent webinar on CEO Succession and Compensation co-sponsored by NACD, Pearl Meyer & Partners Managing Directors Yvonne Chen and Matt >>>
Economy There is an old Chinese curse “May you live in interesting times.” Well, that certainly has come true during the last several weeks. We have seen >>>
Washington The D.C. Circuit Court’s recent decision to vacate SEC Rule 14a-11, designed to facilitate director nominations known colloquially as proxy access, >>>
Strategy & Leadership Last week marked the one-year anniversary of the enactment of the Dodd-Frank Act, often referred to as the most far-reaching reform of the >>>
Risk Management While enterprise risk management (ERM) is inextricably linked to audit committee functionality, it’s too often overlooked that a board’s ability >>>
Governance In my travels as publisher of NACD Directorship, I frequently have the pleasure of meeting recently retired accounting partners who, for the >>>
Governance The successful candidate will bring at least three years of board experience, have a good working knowledge and understanding of
Boardroom Journal Jamie Dimon, CEO of JPMorgan Chase, demonstrates Trumanesque plainspoken wisdom in his 2010 shareholders letter, a 32-page classic that is crystal >>>
July 01, 2011
Governance In the great debate about the future of the American economy, the forces of free enterprise are facing off against the vigorous forces >>>
Governance Tyco, Enron, WorldCom—these names, even a decade or more after they were front page news, still evoke memories and emotions, almost all of them >>>
Governance “There is nothing new under the sun,” complained the author of Ecclesiastes. This old lament comes to mind when I hear about “new” >>>
Boardroom Journal Nobody epitomizes the way creativity drives the bottom line of a business like Steve Jobs. Time after time, he confounds his competitors with >>>
Risk Innovation is a must-have for delivering growth and competitive advantage, but as corporate initiatives go, it also has one of the higher risk >>>
Risk For the many directors and officers at the hundreds of companies that get sued each year, it has to be hard to accept opinions like those expressed >>>
Magazine In recent years, the trend has been towards sharply declining public attendance at corporate annual meetings. Some companies have even toyed with the >>>
Crisis Communications Financial executives and investors today are haunted by a chilling sense that the world economy may be at risk of a worst-case systemic breakdown. >>>
SEC Next, we will consider whether to adopt rules to create a whistleblower program that would incentivize those close to a fraud to come forward and >>>
Governance The most important development this proxy season has been the new requirement under Dodd-Frank that all public companies hold an advisory “say on >>>
Crisis Communications Artful diplomacy and understanding can help push your agenda and protect your interests amid the maze of government interests. Unfortunately, there >>>
Economy Washington – the Congress, the executive branch and the regulatory agencies – failed us in five major ways [during the financial crisis of >>>
Crisis Communications Ed Kangas learned one of his most valuable leadership lessons by watching a group of six-year-olds chase a soccer ball around a field. The boys >>>
Risk It is poignant to speculate that if the largest financial institutions in the U.S. had simply spent more of their extensive budgets on better board >>>
Crisis Communications Ask the CEO of a major company to describe what happens when Washington, D.C. politicians try to micromanage businesses through legislation. He or >>>
Print Magazine SEC comment to a Fortune 1000 board in September 2010: “Please revise your disclosure to discuss the specific experience, qualifications, >>>
Board Structure “There is nothing new under the sun,” complained the author of Ecclesiastes. This old lament comes to mind when I hear about “new” >>>
Crisis Communications For corporate executives schooled in free market principles and the virtues of logical decision making, few constituents can be more confounding to >>>
Washington Those who regard Donald Trump as a real estate mogul turned TV personality, based on his Apprentice series, may be scratching their heads >>>
Crisis Communications Sycophancy is sure good for the ego. Alas, that’s all it’s good for. In fact, flattery and knee-jerk agreeability from staffers, senior or >>>
Magazine Winston Churchill famously told FDR: “Give us the tools, and we will finish the job.” At the board level, I would rephrase it: “If boards will >>>
Washington What happens if the current budget impasse is not broken and the U.S. federal government shuts down tomorrow at 12:01 a.m. EDT? The good news is that >>>
Crisis Communications A banker might shrug off the latest round of criticism by consumer rights advocates as just more predictably ideological palaver. But when >>>
Washington The highly publicized ruling of the United States Supreme Court in Citizens United v. Federal Election Commission removed a critical barrier >>>
Crisis Communications Naval aviators dream of the sort of flying conditions that Charles W. “Willy” Moore awoke to one warm January morning in 1972, sunny skies, clear >>>
Strategy & Leadership The news that David Sokol, Warren Buffett’s presumed heir at Berkshire Hathaway, had abruptly resigned to spend time with his family may strike >>>
Crisis Communications When it comes to corporations using social media to the fullest and most positive extent, there may be nobody who does it better than Southwest >>>
Governance NACD has opened nominations for Director of the Year and the B. Kenneth West Lifetime Achievement Award. These two honors recognize outstanding >>>
Crisis Communications The founder and CEO of a large, successful company could not understand why communications within the organization seemed so stilted. When Marshall >>>
Washington
Dear Barack,
I wrote a State of the Union address, actually the first one in our country’s history, that I thought you >>>
Crisis Communications In any other context, the collapse of legendary Arthur Andersen in 2002 would have been the biggest lead story of the year. Against the backdrop of >>>
Board Structure Rather than continually examining the low percentage of women on corporate boards, perhaps it is time, in the upcoming March – June proxy season, >>>
SEC The story of the SEC’s action against Rajat Gupta—Davos business celebrity, former director of Goldman Sachs and P&G and head of McKinsey >>>
Crisis Communications Placing trust in another human being is never easy and always entails risk. You may get burned from time to time. But goodwill engendered through >>>
Washington Two weeks ago, we released a report outlining our vision of the next steps for reforming the housing finance market. My testimony today summarizes >>>
Magazine Worrying is how smart board members spend their time, so start worrying about state pension funds. Due to mismanagement of spending and over-reliance >>>
Strategy & Leadership Stratford Sherman walked into his first meeting with Jack Welch braced for battle. As a young editor with Fortune magazine, Sherman had >>>
Magazine The shareholders have spoken. And what have they said? They want directors to speak back. This results in a very unusual problem. A director speaking >>>
SEC The actions large companies have taken in response to the SEC's proposed whistleblower program were detailed in yesterday's
Risk Shock and awe were on every director’s face as they listened to Tony Valukas, the court-appointed examiner in the Lehman bankruptcy (and chairman >>>
February 17, 2011
Governance Of all the leadership and communications challenges that executives face, none are more delicate and personal than those involving your own staff. >>>
Magazine A consequence of Dodd-Frank will be the clearing of board benches either by the proxy process or proactively, through internal house cleaning. >>>
Magazine Understanding the world of the public company director—your challenges and worries, successes and aspirations—helps inform the thinking that goes >>>
Crisis Communications As a corporate crisis unfolds, a normally communicative, competent manager suddenly seems incapable of making a decision. “Too risky,” he snaps >>>
Crisis Communications While the waters of the financial system were calm in early 2007, trouble was brewing just below the surface. Many changes on the accounting and >>>
Litigation & Regulation American and British regulators agreed recently to an information-sharing arrangement, which they believe would have helped detect an accounting >>>
Strategy & Leadership In a very real sense, Heartland Payment Systems was no more to blame for the crisis it faced in January 2009 than a well-protected homeowner is at >>>
Strategy & Leadership "Live your life as though your every act were to become a universal law" Immanuel Kant (1724-1804) is thought by many to be one of the most >>>
Crisis Communications At a time when public faith in corporations has been shaken to its foundations, everyone from politicians to shareholders to NGOs are demanding that >>>
Risk Management Despite the SEC's 2008 interpretive admonition that all communications made by or on behalf of a company—even those made by employees on social >>>
Governance Robert Pozen, chairman emeritus of the MFS Investment Management and a senior lecturer at Harvard Business School, has made a seminal proposal to >>>
Nominating Committee I had the privilege of joining over 30 public company directors this week to discuss lead directors—what they do and how to pick them. Wow, what >>>
Strategy & Leadership We’ve seen the perils of board passivity, and we’ve insisted on the need for board members to ask tough questions and hold senior managers to >>>
Strategy & Leadership Another year, another Consumer Electronics Show (CES). I have been attending these for over 30 years. Everyone wants to know—was there one big >>>
Strategy & Leadership I just got back from my first visit to the Consumer Electronics Show (CES) in Las Vegas. As much as I enjoyed the first look at the gadgets, my >>>
Strategy & Leadership In a recent survey of 2,100 U.S. bankers and traders, half of the respondents say they expect bigger bonuses in 2010 than in 2009. At a time when >>>
Strategy & Leadership On January 31, the New York Stock Exchange will host “Focal Point USA,” the first official event of the Global Reporting Initiative (>>
Governance In 2002, Congress passed the Sarbanes-Oxley Act to prevent corporate governance debacles like Enron and WorldCom from happening again. But six >>>
Governance On August 6, Mark Hurd stepped down as chairman, president and chief executive officer of Hewlett-Packard Company. His resignation was at HP’s >>>
Washington The landmark Dodd-Frank Wall Street Reform and Consumer Protection Act arrived into the world on July 21, 2010. Hailed as the new model for our >>>
Strategy & Leadership Spend time with directors and who knows what you’ll find? At the NACD Directorship D100 Forum I caught up with Henry Hu, risk czar for the SEC >>>
Strategy & Leadership Jet Blue Director Virginia Gambale heard the news about the airline’s fed-up flight attendant—the one who exited the plane via the emergency >>>
Board Structure In response to the recent financial crisis, the European Commission (EC) released a Green Paper titled >>
Strategy & Leadership Listening to Dr. Robert A. Howell at NACD’s Director Professionalism® course here in Tampa reminds me of a >>
Audit Eighty-five directors spending two days at NACD’s Director Professionalism® course in a chilly Florida this week benefited from a thoughtful talk >>>
Shareholder & Proxy In a New York Times (Nov. 30) article published in Wednesday’s NACD Directors Daily, columnist Stephen M. Davidoff
Strategy & Leadership A recent conversation with one of our members via the NACD LinkedIn Group has prompted me to think about how social media might affect the work of >>>
December 02, 2010
SEC Recently, the SEC issued Rule 14a-11 which has major implications for the way shareholders have access to nominating directors to boards. The >>>
SEC In response to the U.S. Securities and Exchange Commission (SEC) request for comment on say on pay, the National Association of Corporate Directors >>>
Washington The global economy is now well into its second year of recovery from the deep recession triggered by the most devastating financial crisis since >>>
Risk Management In my last entry, I said Dodd-Frank does not mandate “clawbacks,” and that “holdbacks” are a far more efficient and effective way to ensure >>>
Strategy & Leadership The British Broadcasting Corporation is looking for a new chair of the BBC Trust, the governing body of the organization. If you are reading this >>>
Washington The Securities and Exchange Commission has issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and >>>
Washington Although the world of electoral politics may seem distant from the directors’ and officers’ liability arena, there was one development in >>>
Strategy & Leadership “Technology leaves companies naked and it’s time to buff up,” says Phil Cowcill, facilitating a session at an
Risk Management Having a global perspective – or at least someone on the board asking the right questions relating to global changes – is critical for today’s >>>
November 03, 2010
SEC On Friday, October 8, 2010, the SEC and the petitioners jointly filed a proposed briefing schedule for the case before the Court of Appeals. In >>>
SEC The Consumer Electronics Show takes place in Las Vegas, January 6-9, 2011, with Microsoft CEO Steve Ballmer providing the keynote >>>
Washington We have been concerned about reported irregularities in foreclosure practices at a number of large financial institutions. The federal banking >>>
Governance Opening the 2010 NACD Director of the Year Awards celebration by honoring attendees for their integrity, good work, and courage to strive for >>>
Strategy & Leadership Do a Google search combining the terms “CEO” and “ego.” You’ll literally get no fewer than 2.2 million hits. One common thread among >>>
Washington The Honorable Mary Schapiro, chairman of the SEC, closed NACD’s 2010 Corporate Governance Conference by addressing the Commission’s upcoming >>>
Strategy & Leadership NACD was honored to have Duncan Niederauer join a discussion about the role of confidence in the current business environment. Niederauer, CEO of >>>
Audit This morning, Mary Pat McCarthy, executive director of KPMG’s Audit Committee Institute, led an excellent discussion on NACD’s recently >>>
Strategy & Leadership “Wow. In the past sixteen minutes I learned everything there is to learn for an MBA!” Thus spoke NACD President and CEO Ken Daly, in response >>>
Strategy & Leadership Today’s luncheon session, “Globalizing the Board,” featured Ambassador Susan Schwab, former U.S. Trade Representative. Her overarching >>>
Litigation & Regulation What are the emerging legal trends for directors as we come to a close of 2010 and a year fraught with new laws and regulations? In today’s >>>
Board Evaluations This morning’s plenary on “Performance Metrics That Make a Difference,” brought together the two co-chairs of the 2010
SEC NACD’s Annual Corporate Governance Conference opened with a topic that hangs heavy in the air. The first plenary session concentrated on >>>
October 18, 2010
Magazine Critics of the SEC’s proxy access have long pointed at what might be an “intended consequence” — a growing distance between boards and >>>
Magazine The new rules the Securities and Exchange Commission (SEC) enacted in December 2009 do not go far enough to truly impact a section of the new >>>
Litigation & Regulation It’s a myth that Dodd-Frank requires public companies to have “clawback” provisions. If you do a Google search on "clawbacks + Dodd-Frank," >>>
Shareholder & Proxy On a recent conference call with our Board Advisory Services faculty, we invited Anne Sheehan, director of corporate governance for the >>
Risk With all the noise on the topic, I recently decided to spend some time asking >>
Washington The recent deep recession and the subsequent slow recovery have created severe budgetary pressures not only for many households and businesses, but >>>
CEO Succession Reputation is hard to build and easy to destroy. BP’s CEO Bob Dudley, Tony Hayward’s successor, knows this full well as he tries to make good on >>>
SEC As you know, the Dodd-Frank Act fills a number of significant regulatory gaps, brings greater public transparency and market accountability to the >>>
Board Structure Speakers at a recent Johns Hopkins University conference were addressing gender issues. Three of the panelists were Securities and Exchange >>>
Board Structure We all know that anything new, different or seen as an outlier makes news. So it wasn’t all that surprising when Carol Bartz, Chief Executive >>>
Board Structure The recent whirlwind of legislative and regulatory activity has made it obvious that boards must be ready to adapt to a constantly changing >>>
Board Structure Recently, interim CEOs have found themselves in the media spotlight. This week, the Fortune magazine article >>
Governance Current focus on the performance of corporate boards prompts revisiting what is expected from the board of directors of a major public company – >>>
Uncategorized As noted this week in national news headlines, the Securities and Exchange Commission has seen an uptick in fraud tips since the passing of >>>
Washington Hearings, investigations and ethics trials. Old news except this time it’s U.S. Rep. Maxine Waters and Charles Rangel, not CEOs or board directors >>>
Compensation In the week when the SEC revealed its rule on proxy access, a director from the National Association of Corporate Directors (NACD) had his own say on >>>
Shareholder & Proxy “Now, it’s personal” is an interesting phrase that I’ve heard more than once in recent conversations about director elections. By >>>
Strategy & Leadership Jeff Jarvis’ latest book "What Would Google Do," envisions the ways in which running businesses the way Google is run would change industries. It >>>
Crisis Communications The world’s greatest inventor had a problem. Thomas Edison’s incandescent >>>
Governance This month, I had the pleasure of working with longtime NACD member, Professor Charles Elson,* >>>
CEO Succession If another internal investigation is announced, Sergeant Joe Friday may soon be joining the HP board. For those who have spent the last few days >>>
Compensation The recently enacted financial regulation, the Dodd-Frank Act, requires a non-binding shareholder vote on executive compensation, beginning in 2011. >>>
M&A and Private Equity How effective is your board? M&A can be your litmus test. If you are making a buy/sell/merge decision, the experience will reveal your board’s >>>
CEO Succession With Tony Hayward out as CEO and Chairman Svanberg under pressure, Bob Dudley has an almost impossible job. Dudley’s Dilemma: repair the damage in >>>
Strategy & Leadership As employees, executives and board members, we find change both challenging and exciting, which is, after all, only human. In a merger setting, this >>>
Crisis Communications The collapse of the powerful Knickerbocker Trust Co. in 1907 triggered a financial panic similar in many ways to today’s economic quicksand. Public >>>
SEC Harry Markopolos writes emphatically about the need to compensate corporate whistleblowers in his book, “No One Would Listen.” The independent >>>
SEC Last Wednesday, the SEC announced its decision to review the proxy voting system. This system, referred to by the SEC as “proxy plumbing,” >>>
Crisis Communications My nephew, a marketing and business undergraduate in the UK, recently applied for a summer internship with a large soft drinks manufacturer. He got >>>
Governance I take governance very seriously, having spent 32 years in the field (ouch! I’m old!), so when it came time to write my blog, it was more like a >>>
Washington Call it a political casualty. With the release of the Dodd-Frank Wall Street Reform and Consumer Protection Act earlier this week, we finally are >>>
Board Structure Two initial disclaimers: 1. I know almost nothing about “feng shui," the ancient Chinese system intended to ensure that buildings and objects >>>
Governance Folks meet Aristotle. It was he who so wisely said eons ago that common sense is not common. You who are in a dither to make boards gushy and >>>
Crisis Communications The BP oil spill teaches hard lessons about what boards have to do when faced with an epic crisis. The Gulf tragedy is unprecedented, and the >>>
Crisis Communications On June 5, 1947, students, families and assorted dignitaries gathered outside Harvard’s Memorial Church to hear Secretary of State George C. >>>
Nominating Committee Every time I open a newspaper and read about another women’s group “storming” some new Bastille, I ask myself, “Are they helping or harming >>>
News As a longtime New Yorker, I concluded that two strips of that magnificent city were sentenced to spend eternity in the bottom of the barrel: 42nd >>>
Litigation & Regulation The unexpected resignation of an outside director may indicate that a company is about to experience tough times, according to a recent academic >>>
Economy While today’s jobs report shows gains, it’s a significant setback following four consecutive months of accelerating growth. The private sector >>>
Economy The first and most obvious impact of the oil spill is that it may mean an end to public and political support for offshore oil drilling for decades >>>
Corporate Governance The updated version of “21st Century Governance Principles for U.S. Public Companies” describes the board’s major areas of >>>
Litigation & Regulation At one time or another, most of us have fantasized about winning a big lottery prize. Then, a few minutes later, we realize that it probably isn’t >>>
SEC During a 20-minute period during the afternoon of May 6, the U.S. financial markets failed to live up to their essential price discovery function. >>>
Board Structure After the Securities and Exchange Commission announced its “diversity” requirements for director candidates at public companies in mid December, >>>
Corporate Governance With the rising influence of the BRIC countries on global business and boards, I thought it would be useful to share a few corporate governance >>>
Compensation Concerns about the compensation of chief executive officers and other top executives of American public companies have reached fever pitch since >>>
Litigation & Regulation In Pfeiffer v. Toll, the Delaware Court of Chancery recently refused to dismiss a lawsuit claiming breach of fiduciary duty on the part >>>
Litigation & Regulation Effective May 1, 2010, the President Judge of the Delaware Superior Court issued an Administrative Directive creating a new division within the >>>
Boardroom Journal If not, it could be because your board hasn’t joined the National Association of Corporate Directors. It is the place where the most thoughtful >>>
Economy The 3.2 percent rise in GDP (annualized) in the first quarter confirms that the U.S. economy continues to recover but the growth path ahead will >>>
SEC The financial crisis reminded us just how large, complex, and critical to our economy the securities markets have become. Over the last 20 years, >>>
Litigation & Regulation A typical Fortune 1000 company is estimated to have spent an average of $19.4 million for outside counsel services during 2009. This represents an >>>
Washington Politicos are falling all over themselves to get in front of a microphone to chant "Congressional oversight trumps Capitalism." Even a few of our own >>>
Compensation For some time now, CEO pay has been a lightning rod for criticism and debate, but CEOs themselves have stayed pretty quiet on the topic—often >>>
Washington It is wonderful to be back in Cooper Union, where generations of leaders and citizens have come to defend their ideas and contest their >>>
Economy Adam Smith is rightly best known for his magnum opus, The Wealth of Nations, where he illustrates famously that the free market is guided to >>>
Strategy & Leadership One of the pleasures of working for NACD Directorship is the opportunity to meet dedicated directors whose main reason for serving after a >>>
Accounting & Audit The Auditing Standards Board is putting the finishing touches on a completely overhauled set of Generally Accepted Auditing Standards, effective for >>>
Strategy & Leadership Is the salvation of corporate governance to be found in strengthening the board chair? >>
Strategy & Leadership Throughout the 20th century, corporate America has respected—if not revered—icons representing the prosperity and power created by our capitalist >>>
Washington These days central banking is my line of work as well. Before that, I was an academic economist and economic historian, with a particular interest in >>>
Healthcare Although the recently signed healthcare reform bill has drawn much criticism for being “watered down,” the legislation will still have an impact >>>
Shareholder & Proxy Fellow Shareholders: When we reported to you last, the world’s financial system and the global economy remained in the grips of uncertainty. Our >>>
Risk Management Never in the hundreds of annual reports I've read over three decades has a chairman or CEO acknowledged that the press could play a pivotal role in >>>
Board Structure Governance Metrics International (GMI) is the first corporate governance research and ratings firm to track the number of women corporate directors >>>
Nominating Committee As boards contemplate the upcoming proxy season, foremost on their minds is the need to add directors to the slate, and in that regard, they are >>>
Shareholder & Proxy The recent emergence of public pension funds as frequent lead plaintiffs in securities class actions has prompted speculation that the funds’ >>>
Litigation & Regulation At least one valuable lesson from our experience in the last two or three years is an international one. The country that fared best in the global >>>
Washington Sen. Christopher Dodd (D-Conn.) has introduced his long-awaited regulatory reform bill, and it does not include a proposal to exempt small >>>
SEC The financial crisis reminded us just how large, complex, and critical to our economy the securities markets have become. Over the >>>
Washington Is Washington becoming the new Wall Street? The answer to this oft-asked question is unequivocally “yes,” but not for the obvious financial >>>
Governance A reading of the painstakingly detailed 2,292-page Examiner’s Report on the downfall of Lehman Bros. largely exonerates the investment bank’s >>>
Washington All financial markets are driven by two core human emotions – greed and fear. In the 1990s and 2000s, greed ran amok in large part because too >>>
Washington Large, complex institutions instruments leads us to the large, complex banks and non-bank companies that packaged and sold so many of these >>>
Accounting & Audit The pressure Wall Street places on companies to meet arbitrarily defined goals in this environment is staggering and can drive even decent ethical >>>
Shareholder & Proxy In this letter we will also review some of the basics of our business, hoping to provide both a freshman orientation session for our BNSF newcomers >>>
Strategy & Leadership Who wouldn't love to pick up the phone and ask Warren Buffett for advice? People have spent more than $1 million just to have lunch with the man. He >>>
Crisis Communications For about 24 hours last week, Peyton Manning and Toyota Motor Corporation President Akio Toyoda had a lot in common. Minutes after the conclusion >>>
Accounting & Audit For nearly 30 years, the Commission has consistently promoted the development of a single set of high-quality globally accepted accounting >>>
Risk Management No two recalls are ever exactly the same. But all recalls share at least two similarities: They are complex and inevitable. We can only guess the >>>
Shareholder & Proxy It has become commonplace to hear the corporate proxy voting system described as “broken” or “dysfunctional,” yet its most fundamental defect >>>
Washington The 5.7 percent annualized growth rate in this country's fourth-quarter GDP numbers and newly released statistics on increased factory output in >>>
Crisis Communications Unprecedented. That’s the word being used to describe Toyota’s recent string of recalls involving millions of cars worldwide. There’s no doubt >>>
Strategy & Leadership More than a year after the economy crashed, C-suite reputations on and off Wall Street remain predictably bad. In 2008, public confidence was tested >>>
Economy The following account of the tense 48 hours preceding the bankruptcy of Lehman Brothers is excerpted by >>
Strategy & Leadership The business community faces a crisis in confidence both in its own ranks and in the broader society. Many are asking: how can corporations govern >>>
CEO Succession General Motors announced that Chairman Edward E. Whitacre would become the automaker’s permanent CEO. The company’s decision to recombine the >>>
SEC The Securities and Exchange Commission has announced important new steps that greatly impact public boards of directors and the management of their >>>
Compensation Today, Congressman Barney Frank (D-MA) announced that a hearing to discuss the issue of compensation practices for both financial and non-financial >>>
SEC On Wednesday, the first hearing of the Financial Crisis Inquiry Commission--what many are calling this century's equivalent of a Pecora-style >>>
Litigation & Regulation The wave of new federal securities lawsuits related to the global credit crisis has finally subsided, writes Ted Allen for the RiskMetrics >>
Litigation & Regulation Directors faced uncertain times in 2009 due to the global financial crisis. Many companies put deals on hold, abandoned them altogether or in some >>>
Washington The financial crisis that gripped the United States last fall was unprecedented in type and magnitude. It began with an asset bubble in >>>
Shareholder & Proxy We get the shareholders we deserve. How much time do CEOs spend during ordinary times finding a better class of longer-term shareholders? Goldman >>>
Strategy & Leadership The 2009 Spencer Stuart Board Index was released in October and while there are no huge surprises, I believe the data signals a shifting center of >>>
Law and the Courts The U.S. Supreme Court has the opportunity to clarify the extent to which one of the centerpieces of the Sarbanes-Oxley reforms—the creation of the >>>
Compensation It is a tale as old as time, as Disney would say. A community once bound together by war, famine, or invaders finally finds security and begins to >>>
Crisis Communications There are three reasons why companies fail to communicate effectively in a crisis. First is fear. The instinct to flee incipient or existing >>>
Shareholder & Proxy At recent forums on governance, a number of board advisors have intoned mightily against the notion of having corporate directors involved in a >>>
Boardroom Journal When John Gutfreund left Salomon in the hands of his close friend and investor, Warren Buffett, he brought about the rescue of the company by >>>
Economy Federal Reserve Chairman Ben S. Bernanke spoke at the Economic Club of New York in New York City this afternoon, stressing the need to restore >>>
Board Evaluations The economic recovery continues to be problematic for the country and, as a result, regulatory pressures on public companies and their boards remain >>>
Board Structure "It’s terrific to be with business leaders who recognize that corporate governance can be a competitive advantage--and that diversity of thought >>>
Strategy & Leadership While accepting a corporate board seat remains a noble calling–despite the pressure directors operate under today – an even better reason for >>>
Accounting & Audit While admitting it's unusual for an IRS commissioner to address the boardroom community, nonetheless Douglas Shulman believes boards can and should >>>
Risk Management Lucian Bebchuk and Holger Spamann weigh in on risk management and compensation in the >>
Economy As the dollar falls against the euro, yen and other major currencies, China and other emerging economic powers holding lots of dollars and U.S. >>>
Law and the Courts Writing about the role that risk-taking by boards had in the run-up to the financial crisis, Vice Chancellor Leo Strine, Jr. of the Delaware Court >>>
CEO Succession Over the past year, news reports have pointed out executive pay abuses by a small, but widely recognized number of companies. Shareholders are >>>
Shareholder & Proxy Three down days for equities, combined with some mildly disappointing reports on durable goods and home sales, have raised concerns that the stock >>>
Compensation Boards of directors are used to taking flack for executive compensation practices, but this time it is serious. Spurred on by angry taxpayers, >>>
Economy Wall Street greed and irresponsibility have nearly destroyed the U.S. economy. Big bonuses for bankers encourage reckless risk taking and were a >>>
Boardroom Journal Risk, talent management and retention, governance reform, and strategy are the four items that Amelia Fawcett says sometimes prevent her from a sound >>>
Economy Numbers coming out this week should continue to build the case for a solid liftoff into economic growth this quarter. Among the positives should be >>>
Risk Management In the wake of the financial crisis, there has been no shortage of approaches to regulatory reform, both here in Germany and globally. In a >>>
Risk Management I believe in capitalism’s strength and resilience. With the same survival-of-the-fittest efficiency living organisms have tapped for millennia, >>>
Litigation & Regulation Throughout the world, many large banks have seen most of their equity destroyed by the crisis that started in the U.S. subprime sector in 2007 and >>>
Economy Like a boxer staggering to its feet, the U.S. economy is recovering. Since May, real consumer spending has been gradually rising. Technology >>>
Economy As the summer draws to a close, the U.S. economy is continuing to improve across multiple dimensions and many of them will be on display in the week >>>
Boardroom Journal At the moment, partisan issues seem like a middle ager’s high school trophies sitting on a distant shelf. I met the late senator from the great >>>
Shareholder & Proxy Most activist investors are urging the U.S. Securities and Exchange Commission to proceed with its proposed proxy access rule, although some have >>>
Economy Will the economic recovery be enduring—V shaped? Collapse after a short time—W shaped? For the middle class, it may be none of these at >>>
Litigation & Regulation The greatest risk is that just as businesses struggle to bring back jobs, our strength will be sapped by a new wave of lawsuits. The plaintiffs’ >>>
Boardroom Journal The story of the commander, whether his billet is on the battlefield or in the boardroom, is one that does not vary. In the field there is always a >>>
Your Views and Commentary Health care reform is in trouble, because President Obama and congressional leaders are not adequately addressing issues that trouble many >>>