Risk Management Social media is a compendium of many highly accessible media–corporate blogs, video-sharing sites such as YouTube, social networks like Facebook, >>>

Governance The years since the onset of the financial crisis have served to further increase the demands on and scrutiny of public company boards of directors. >>>

Strategy & Leadership Know your audience–it’s often the first lesson in Public Speaking 101, but it’s also an important mantra for senior executives looking to >>>

Audit Communication Between Auditors and Audit Committees Regarding the PCAOB Inspection Process The Public Company Accounting Oversight >>>

Washington After reading a few articles about President Barack Obama’s budget proposals, I was struck how often the word “fair” was used. Why are people >>>

Washington Last year, a former Morgan Stanley managing director pleaded guilty for his role in a conspiracy to evade the company’s internal accounting >>>

Compensation Of all the questions around pay, and specifically incentive pay, there is one that should come first: How prominent is pay at your >>>

Board Evaluations Regardless of company size or the level of experience on the board, an issue frequently encountered is the disconnect between senior management and >>>

Compensation All businesses are inherently uncertain, which complicates business planning and makes target-setting and year-end decision-making for incentives a >>>

Compensation It is, obviously, beneficial for a senior executive of a publicly traded company to be able to use his or her shares of company stock as collateral >>>

Print Magazine Regulators, plaintiff lawyers, and activists sometimes act as if the public market is there to support their special interests or provide a steady >>>

SEC Although audit has improved in the years since Sarbanes-Oxley, the improvements have not been enough to meet the current environment, current SEC >>>

Shareholder & Proxy Activist investing has become quite the rage in the equity marketplace. Activist investors are proliferating, and there is a marked inflow of new >>>

Compensation This is the season when many boards evaluate operating budgets and set targets for incentive compensation plans for executives. The two processes are >>>

Risk Management While strategy-setting defines an enterprise’s overall strategic direction, differentiating capabilities, and required infrastructure, the business >>>

Washington The other day I was having a conversation with a client and it naturally turned to the latest budget machinations in Washington, D.C.  Since I am an >>>

Board Evaluations As NACD general counsel and head of Board Advisory Services (BAS), I’ve gained tremendous insight interacting with all types of boards from >>>

Compensation What should your company do if it fails say on pay?  Because mandatory say on pay is only two years old, a definitive answer hasn’t yet emerged. >>>

Risk Management Reputation is a complex concept. A prerequisite for doing business, reputation is like a ticket to a Broadway play or sporting event: You can’t get >>>

Compensation Over the next month or so, thousands of companies will review 2012 performance and make annual incentive payouts for the year. For many boards, this >>>

Strategy & Leadership We live in a connected world in which more than one billion people use social media and another five billion use mobile devices to communicate, >>>

Risk The law firm of Freshfields Bruckhaus Deringer analyzed the impact on share price from 78 business-related crises, and the influence that smart, >>>

Risk Management With another new year dawning, the question arises as to whether the 2013 agenda for board risk oversight is appropriately focused. Changing markets >>>

Governance Companies kicked into gear at the end of 2012, acting to forestall the brunt of the potential fiscal cliff. More than 80 CEOs joined the Fix the Debt >>>

Governance The years since the onset of the financial crisis have served to further increase the demands on and scrutiny of public company boards of directors. >>>

Governance Board processes cascade down throughout, and have great impact on, the organization. For boards to fully appreciate the influence of their subtle >>>

Strategy & Leadership Many, if not most, observers don’t expect to see significant tax reform anytime soon. In fact, only 16 percent of the nearly 700 audit committee >>>

Governance Companies claim to seek gender diversity for their boards but real progress has come in fits and starts, and is lagging for mid-cap companies in >>>

Washington The election is over. The people have spoken, and what they said is "let’s continue with the same split in national government." So what have the >>>

Strategy & Leadership Over the past two decades, I’ve worked with an array of boards in multiple capacities—serving as general counsel, secretary, board advisor and >>>

Strategy & Leadership Tomorrow, the NACD will gather corporate governance stakeholders to celebrate the >>

SEC Interestingly, the title of [the Dodd-Frank Act] may seem to suggest that there are two parts to the bill -- “Wall Street reform” on the one >>>

Litigation & Regulation The Supreme Court of the United States heard oral argument in Comcast Corp. v. Behrend addressing whether a district court may certify a >>>

Strategy & Leadership On the list of director responsibilities, there are several that come to mind: monitor CEO succession, oversee long-term strategic planning, and >>>

Washington Oct. 19, 1987—aka Black Friday—was noted for an historic 500+-point market plunge. But that day was not all bad. That evening, before a small >>>

Articles & Research Members of the PCAOB: This letter contains our comments on the Board’s Concept Release # 006-2011 on Auditor Independence and Audit Firm >>>

Compensation The relentless scrutiny and growing regulation of executive compensation is making the compensation committee chair role more demanding, as boards >>>

Board Evaluations In past blog posts, I’ve discussed the need to take an honest assessment of your board and the key questions boards must ask themselves. Regardless >>>

Washington Back when I was the Deputy Secretary of Defense, we conducted the first significant cyberwar game. The ground rules were remarkably simple. The >>>

Audit “No surprises” has long been a goal–and the hallmark–of effective communications and a strong relationship between the audit committee and >>>

Governance In my last post, I shared three questions every board should ask itself when conducting an evaluation: "Are we independent?" "Do we have chemistry?" >>>

Governance The New Orleans Saints came dangerously close to flouting the Rooney Rule in the aftermath of the National Football League’s recent suspension of >>>

Washington When Congress passed the Dodd-Frank Act, it directed the Commission to adopt a rule requiring companies to disclose their use of conflict minerals >>>

Magazine There is a “Chance” card in the Silicon Valley version of Monopoly that reads, “Things are going south, get a new CEO.” Yahoo’s board has >>>

Strategy & Leadership The stakes are higher than ever before. Public expectations are greater than ever before. It is an immensely challenging business environment in >>>

Print Magazine As corporate directors and executives, most of us don’t wake up in the morning expecting to save someone’s life. The extent of our reach into >>>

Strategy & Leadership Amid reports on the Olympics and presidential race, the flagging economy has been firmly in the news this week. In the second quarter of 2012, >>>

Washington Last month’s dismal jobs report underscored what many across the United States have known for some time—the economic recovery remains damagingly >>>

Washington This summer is turning out to be a period of mindless statements and demands. Witness >>

Washington Stockholders of publicly traded corporations are now more willing than ever to hold corporate directors, especially those serving on compensation >>>

Governance Earlier this week, NACD finished collecting responses to the 2012 NACD Governance Survey. In a preliminary review of the results, we found some >>>

Shareholder & Proxy Corporate governance activism seems to be going from strength to strength, with say on pay providing new leverage and, as important, a new cause with >>>

Washington While his reputation for other events often precedes him, President Richard M. Nixon was the country’s first chief executive to make adding women >>>

Washington The upheaval at Yahoo last month took down a CEO, chairman of the board and four directors—and allowed the activist shareholder who started it all >>>

Strategy & Leadership Ever since the rise of capitalism in post-feudal Europe, people have predicted its self-destruction. Private creation and ownership of wealth >>>

Print Magazine Everyone knows the old saw about the ship captain with an envelope that advises, “When things go wrong, blame your predecessor.” New York City >>>

Strategy & Leadership Why should talented executives serve on company boards? To answer this question, I must tell a seemingly diversionary story. I have been called twice >>>

Washington Sandra Day O’Connor—the Stanford-trained lawyer who became the Arizona State Senate majority leader before being named the first female member of >>>

Litigation & Regulation Establishing and maintaining proper corporate governance structures and compliance programs has always been fundamental to business strategy; >>>

Strategy & Leadership Corporate brand campaigns are a highly efficient tool for value creation but very few CEOs use brand effectively because they don’t understand how >>>

Strategy & Leadership Six months before Jane Fraser took charge of Citi Private Bank in 2009, Citi had shaken up its wealth management arm with the 51 percent sale of >>>

Strategy & Leadership Last week, Goldman Sachs agreed to pay $22 million to regulators to resolve claims that the firm had inadequate policies in place to prevent >>>

Compensation Charges of excessive executive pay (especially for CEOs) are likely to again receive attention in the business media with the release of proxy data. >>>

Audit On June 13, 1958, my last day as a second-grader at Chesterbrook Elementary School in McLean, Va., I rushed home, got a book of matches, went >>>

Audit Earlier this week, the Public Company Accounting Oversight Board convened a public meeting to collect commentary on its concept release relating to >>>

Washington On February 16, 2012, the House of Representatives sent its version of the Stop Trading on Congressional Knowledge Act (STOCK Act) to the Senate for >>>

Compensation Last week, I had the opportunity to speak with several compensation thought leaders on three important topics. My capsulation of these conversations >>>

Audit Late last summer, the Public Company Accounting Oversight Board (PCAOB) issued a concept release on auditor independence and audit firm rotation. The >>>

Washington Four years ago, on an evening in March 2008, I received a call from the CEO of Bear Stearns informing me that they planned to file for bankruptcy >>>

Boardroom Journal Boards have less to fear from going bonkers than from going gentle into that good night. The MF Global board has recognized (or is about to) an >>>

Boardroom Journal Apple announced new manufacturing practices in response to more than 250,000 people who circulated a petition for stronger, more human rights-focused >>>

Shareholder & Proxy There has been much ink spilled, angst and teeth gnashing about the outsized influence that Institutional Shareholder Services (ISS)  holds, much of >>>

Governance According to the National Association of Corporate Directors (NACD) 2011 >>

Strategy & Leadership If you want to spark a lively debate in board, just ask about directors’ fiduciary duties of care and loyalty. One director may say, “We >>>

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