Saturday November 29, 2014
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    Jim DeLoach
    May 07, 2014

    Risk Management During a roundtable Protiviti co-facilitated in Chicago in late 2013, a director observed that he couldn’t get any of the boards on which he served >>>

    Judy Warner
    April 10, 2014

    Governance Wanted: The names of corporate directors and corporate governance professionals who you believe represent the very best in corporate America. >>>

    Jeff Cunningham
    March 21, 2014

    Print Magazine In spring 1987, President Ronald Reagan’s speechwriter, Peter Robinson, broke free from his entourage to join a suburban dinner party near Berlin. >>>

    Blair Jones and Juliet Archer
    March 14, 2014

    Compensation Since the 2010 Dodd Frank Act gave shareholders of public companies the right to an advisory vote on executive compensation practices, we’ve been >>>

    Oversight of IT Risk Management
    March 07, 2014

    Uncategorized Nowadays it’s a bit trite to observe that technology is evolving rapidly and transforming the way people live, interact, work and play. Deployment >>>

    Public Policy, Regulatory Risk, and the Need to Engage
    February 21, 2014

    Risk Business leaders often view Washington’s public policy and regulatory scene through the prism of media terms like “Washington Gridlock.”  With >>>

    Using Pay to Change Culture
    February 13, 2014

    Compensation Members of the compensation committee play a key role in reinforcing corporate culture >>>

    Maximizing Your Comp Risk Assessment
    February 12, 2014

    Compensation At the height of the financial crisis, many believed that compensation policies and practices had contributed to the excessive risk-taking activity >>>

    A Ranking of the Most Important Risks
    February 06, 2014

    Risk Management Time marches on! Out with the old year, in with the new. But with changing markets and circumstances spawning new risks, altering risk profiles and >>>

    Structure Pay Practices to Develop C-Suite Talent
    January 30, 2014

    Risk Management In the best-run companies, CEOs and directors take considerable care in developing each leader and potential leader. They also pay leaders >>>

    5 Lines of Defense: A Shareholder’s View
    January 22, 2014

    Risk Management As the board of directors focuses its attention on risk oversight, there are many questions to consider. One topic the board should examine is how >>>

    Too Big to Comprehend
    January 13, 2014

    Viewpoint A fitting epitaph to the 867-page leviathan known as the Volcker Rule is Samuel Johnson's wry comment on Milton's "Paradise Lost": >>>

    Communications Challenges at the New Activism Frontier
    January 09, 2014

    Corporate Governance The principal corporate governance campaigns of the past decade have reached a plateau in terms of both investor commitment and implementation. These >>>

    Blaming BlackBerry’s Shareholders
    December 23, 2013

    Strategy & Leadership If only John Chen, BlackBerry’s interim CEO, could turn back the clock to June 2008, the golden age for the Canadian technology giant. BlackBerry >>>

    Five Risk Oversight Questions Directors Should Ask
    December 04, 2013

    Strategy & Leadership There are many questions directors can ask about the organization’s risks and risk management as they discharge their risk oversight >>>

    Key Considerations For Comp in M&A
    December 02, 2013

    Strategy & Leadership Many companies are again pursuing mergers and acquisitions (M&A) after several years of a relatively quiet market.  A key element of making a >>>

    Channeling Ike
    November 25, 2013

    Strategy & Leadership “In the councils of government, we must guard against the acquisition of unwarranted influence, whether sought or unsought, by the [political and >>>

    It’s Nobody’s Business
    November 20, 2013

    Strategy & Leadership I am always amazed as to how celebrities and well-known business personalities carefully guard their privacy but ignore it at death. To illustrate my >>>

    How to Gain Traction With ERM
    November 15, 2013

    Strategy & Leadership   Enterprise risk management (ERM) is an enigma. Line up 10 experienced business people and ask them what it is and you’ll likely get 10 >>>

    Engaging Shareholders on Pay
    November 05, 2013

    Strategy & Leadership Recent results on say-on-pay votes suggest that, at times when shareholders become unhappy with executive pay programs, boards are sometimes caught >>>

    Paying for the Best of the Worst?
    October 25, 2013

    Strategy & Leadership At what levels of executive performance are high payouts truly deserved? This is a question compensation committees have endeavored to answer since >>>

    A Cautionary Tale for New Compensation Committee Members
    October 24, 2013

    Strategy & Leadership New directors bring fresh perspectives that contribute to a healthy discussion of all aspects of a business, including compensation, and often >>>

    Key Questions to Consider for the Risk Appetite Dialogue
    October 17, 2013

    Risk In financial services, risk appetite frameworks range from the high-level, brief and qualitative to the complex, lengthy and quantitative. This >>>

    Eye of the Storm: The New Face of Risk
    October 16, 2013

    Risk Droughts, heat waves, floods, and hurricanes: extreme weather events are on the rise. In 2012, worldwide incidents resulted in more than $130 billion >>>

    SEC Chair Says Disclosure Is Priority
    October 15, 2013

    SEC While the government remains shutdown, the Securities and Exchange Commission (SEC) remains open, and Chairman Mary Jo White opened the final day of >>>

    Assessing the Right Risks
    October 02, 2013

    Risk Are we taking the right risks? This rhetorical question may occur from time to time in a boardroom, >>>

    Adjusting Comp Goals ‘After the Fact’
    September 30, 2013

    Compensation Goal setting for incentive plans is generally a difficult proposition. The ability to set >>>

    A Tough Cop Pledges Enforcement in Full
    September 26, 2013

    Litigation & Regulation This morning, I will first talk briefly about some of the agency’s near-term priorities.  And then I will go into more depth about how we are >>>

    The Future of Boardroom Processes
    September 19, 2013

    Washington A program series designed by the National Association of Directors (NACD) seeks to address the changing nature of directorship. Intended to identify >>>

    Bank Boards Not In Compliance With Dodd-Frank
    September 12, 2013

    Risk Management More than half of the top 35 US banks are not yet in compliance with a Dodd-Frank provision requiring the board to establish a risk committee >>>

    Handling LTIs When Shareholders Lose
    September 09, 2013

    Compensation At what levels of executive performance are high payouts truly deserved? This is a question that board compensation committees have endeavored to >>>

    A Better Way to Align Pay, Performance
    August 14, 2013

    Compensation In recent years, a lot of discussion about aligning pay with performance for corporate executives has focused on the use of performance conditions >>>

    It’s (Past) Time for Performance-Based CEO Compensation
    August 07, 2013

    Compensation In today’s world, many corporate boards eventually end up with this public relations and stockholder nightmare: It paid its CEO very well, but the >>>

    Personal Income Tax Marks 100th Anniversary
    August 05, 2013

    Compensation For many years following our independence the government was financed through the sale of lands and the collection of duties and tariffs. But in >>>

    Managing Risk Country by Country
    August 01, 2013

    Compensation "Country risk" comprises the various risks of investing in a foreign country that can lead to either investment impairments or reductions in returns >>>

    Dimon Vote: Governance at the Crossroads
    July 26, 2013

    Board Structure JPMorgan Chase shareholders’ recent rejection of a proposal to split the CEO and chairman positions was the most talked about proxy vote during the >>>

    Embracing Board-Shareholder Communication
    July 25, 2013

    Strategy & Leadership Due to the unprecedented changes in the business world, the National Association of Corporate Directors (NACD) initiated Directorship 2020, a >>>

    Culture and Leadership Critical for Future Boards
    July 23, 2013

    Strategy & Leadership The rate and complexity of change in the marketplace is greater than ever before—and not showing any signs of slowing. From innovation and >>>

    Intersecting Risk and Crisis Management
    July 17, 2013

    Risk Management Crisis management is an integral component of effective reputation management. A rapid and effective response to sudden, unexpected events can >>>

    Information Flow Beyond the CEO
    July 16, 2013

    Board Structure As a delegate to NACD’s Advisory >>>

    Are Shareowners Fit for Purpose?
    July 12, 2013

    Shareholder & Proxy In keeping with the theme of this conference, let me ask one big, perhaps impertinent but definitely important, question. Are we, as shareowners, >>>

    Parsing Marty
    July 01, 2013

    Viewpoint Parsing: the process of analyzing a string of symbols. In the upper echelon of thought leaders, Marty Lipton was an A-lister before there >>>

    The Fallacy of Grant Date Fair Value
    June 12, 2013

    Compensation The great challenge in benchmarking a company’s executive compensation plan against the plans of peer companies arises from a simple fact: not all >>>

    Managing Cyber Security Risk
    June 06, 2013

    Risk Management In our knowledge-based economy where workers need round-the-clock access to relevant channels for communication, information sharing, and >>>

    CSR Meets Enterprise Development
    May 30, 2013

    Risk Management

    Corporate social responsibility (CSR) has taken on greater importance in the past decade and has many forms. Directors are >>>

    Getting on a Public Company Board
    May 23, 2013

    Risk Management Obtaining a public company board seat can often seem a daunting task, and it is with good reason—especially if this is the director candidate’s >>>

    Split Decision: Should CEOs Chair Boards?
    May 17, 2013

    Strategy & Leadership Just ahead of this year’s JPMorgan Chase annual shareholder meeting on May 21, proxy adviser Glass, Lewis & Co. joined other voices calling for >>>

    CEO Sign-On Practices, Risks
    May 15, 2013

    CEO Succession One of the most important decisions a board makes is identifying and hiring the company’s CEO. Given the critical nature of this decision, boards >>>

    Five Probing Questions for the CAE
    May 14, 2013

    Audit No relationship for a chief audit executive (CAE) has been transformed more over the past decade than that with the audit committee. According to The >>>

    The Case for One JPMorgan Leader
    May 14, 2013

    Strategy & Leadership “This isn’t about good governance; it’s about busybodies without a clue, trying to do the dumbest thing—slapping and shaming a superb CEO for >>>

    Social Business and Your Risk Profile
    May 09, 2013

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

    Thoughts for Directors in 2013
    May 02, 2013

    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. >>>

    Know Your Audience
    April 30, 2013

    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 >>>

    Developments in PCAOB Inspections, Communications
    April 29, 2013

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

    A Question of Fairness
    April 18, 2013

    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 >>>

    Fine-Tuning Your Corruption Risk Management
    April 10, 2013

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

    How Prominent is Your Company’s Pay?
    April 05, 2013

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

    Honest Assessments Can Reveal, Repair Gaps in Engagement
    March 29, 2013

    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 >>>

    Four Principles Guiding Discretion
    March 27, 2013

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

    Prohibiting Executive Margin Loans
    March 25, 2013

    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 >>>

    Capital Finds a Welcome Mat
    March 21, 2013

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

    SEC Leadership, 2013 Priorities
    March 18, 2013

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

    Debunking Myths About Activist Investors
    March 15, 2013

    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 >>>

    Setting Incentives Without a Budget
    March 11, 2013

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

    Integrating Risk with Business Planning
    March 07, 2013

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

    Explaining the Sequester As a Businessperson
    February 28, 2013

    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 >>>

    Unique Dynamics, Common Issues
    February 25, 2013

    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 >>>

    You’ve Failed Say on Pay—Now What?
    February 15, 2013

    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. >>>

    Managing Reputation Risk
    January 30, 2013

    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 >>>

    Solving Incentive Formula Conflicts
    January 23, 2013

    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 >>>

    7 Rules for Corporate Governance Success in the Social Age
    January 17, 2013

    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, >>>

    January 17, 2013

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

    10 Questions to Shape 2013 Risk Agendas
    January 14, 2013

    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 >>>

    Facing Cliff, Directors Increased Reserves
    January 11, 2013

    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 >>>

    Short-Termism Leads List of 2013 Board Concerns
    December 31, 2012

    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. >>>

    Leveraging Process to Influence a Company
    December 17, 2012

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

    Possible Implications of Tax Reform
    December 11, 2012

    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 >>>

    Improving Diversity on Mid-Cap Boards
    December 06, 2012

    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 >>>

    To the New Congress: Think Like Business
    December 03, 2012

    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 >>>

    C-Suite Perspectives Strengthen Boards
    November 27, 2012

    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 >>>

    Women of the D100: By the Numbers
    November 26, 2012

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

    Reform, Consumer Protection Linked
    November 16, 2012

    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 >>>

    Certifying Class Actions
    November 14, 2012

    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 >>>

    NACD Efforts to Improve Skepticism
    October 31, 2012

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

    The Legacy of Chemistry
    October 19, 2012

    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 >>>

    Rotation Unlikely to Improve Reporting
    October 18, 2012

    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 >>>

    Six Comp Chair Attributes
    October 16, 2012

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

    Turning Evaluations Into Actions
    October 01, 2012

    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 >>>

    Cyberattack Uncertainties
    September 20, 2012

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

    Emphasizing Audit Communications
    September 11, 2012

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

    Is Your Board Aligned?
    September 05, 2012

    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?" >>>

    From the NFL to the Boardroom
    August 29, 2012

    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 >>>

    SEC Conflict Mineral Rules Advance
    August 22, 2012

    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 >>>

    Yahoo Board to Mayer: Be Cool
    August 17, 2012

    Viewpoint 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 >>>

    Three Questions Boards Must Answer
    August 15, 2012

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

    All in a Day’s Work
    August 08, 2012

    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 >>>

    Board Confidence Drops in Q2
    August 06, 2012

    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, >>>

    Obama Ignoring Economic Fixes
    July 30, 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 >>>

    The Summer of Silly and the Olympics
    July 19, 2012

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

    Ensuring Comp Committee Independence
    July 13, 2012

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

    Boards Favor Lead Director Structure
    July 06, 2012

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

    Governance Activism: Here to Stay?
    June 22, 2012

    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 >>>

    Businesses Need ‘A Few Good Women’
    June 15, 2012

    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 >>>

    Ramifications of Embellished Résumés
    June 06, 2012

    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 >>>

    Conscious Capitalism In Action
    June 04, 2012

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

    First Lesson in Politics
    May 24, 2012

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

    The Requirement of Board Service
    May 15, 2012

    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 >>>

    She’s Done It All—Then More
    May 04, 2012

    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 >>>

    Corporate Law: It Matters
    April 30, 2012

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

    Brand Must Answer to a Higher Power
    April 26, 2012

    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 >>>

    Legal Momentum: Fraser Aims High
    April 24, 2012

    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 >>>

    Directors’ Role in Risk Monitoring
    April 20, 2012

    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 >>>

    Executive Pay Developments
    April 09, 2012

    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. >>>

    Alphabet Soup: Financial Literacy
    April 04, 2012

    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 >>>

    PCAOB Weighs Audit Firm Rotation Rules
    March 30, 2012

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

    Unintended STOCK Act consequences
    March 14, 2012

    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 >>>

    Improving Comp Committees
    March 07, 2012

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

    A Super Wednesday For Audit Committees
    March 06, 2012

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

    Financial Crisis Amnesia
    March 05, 2012

    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 >>>

    Boards: To Be Shaken, Not Stirred
    March 02, 2012

    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 >>>

    The Apple Doctrine
    February 23, 2012

    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 >>>

    Measuring the influence of ISS
    February 16, 2012

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

    Where CSR Fits On The Board’s Agenda
    February 13, 2012

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

    NACD Chapters Start “Why GRI?” Program
    February 06, 2012

    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 >>>

    Happy Anniversary, Powers Report
    February 01, 2012

    Washington February 1 should be an important date on the governance calendar—the tenth anniversary of the influential “Powers Report”—the report of the >>>

    Heads or Tails, the Union Wins
    January 27, 2012

    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 >>>

    Beyond Disclosure
    January 25, 2012

    Strategy & Leadership Quite simply, Elisabeth Rosenthal, a reporter and blogger for The New York Times, and her piece in the Sunday New York Times ">>

    Encore at the House of Forbes
    January 20, 2012

    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 >>>

    CSR for Profit
    January 17, 2012

    Crisis Communications There’s an ongoing transformation in the very way companies define their corporate social responsibility programs. The messages are different, the >>>

    From the Battlefield to Board Duty
    January 06, 2012

    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 >>>

    The Opportunity in 2012: Rebuild Trust
    December 29, 2011

    Governance Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused >>>

    Effective Shareholder Engagement Benefits
    December 21, 2011

    SEC In a world where most observers are focused on broad macroeconomic indicators — interest rates, retail sales, movements in the financial markets >>>

    Battle Tested, Boardroom Bound
    December 16, 2011

    Viewpoint General MacArthur was wrong. Old soldiers don’t fade away, they adapt their military crisis management skills to the boardroom. Two other keynote >>>

    Improvements at SEC Enforcement Division
    December 07, 2011

    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 >>>

    The Legend of Tyco Chief Ed Breen
    December 01, 2011

    Viewpoint 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 >>>

    ISS Proxy Voting Policy Update
    November 30, 2011

    Shareholder & Proxy On November 17, 2011, Institutional Shareholder Services (ISS) issued updates to its proxy voting policies applicable to shareholder meetings held >>>

    Penn State’s Crisis Management 101
    November 18, 2011

    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 >>>

    MF Global: Back Where We Started
    November 17, 2011

    Risk The fall of – and uncertain next steps concerning – MF Global Holdings will likely have even more far-reaching consequences than analysts and >>>

    Leading like La Russa
    November 08, 2011

    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 >>>

    Comp, Risk Remain Investor Concerns
    November 03, 2011

    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 >>>

    Tipping Points In Board History
    October 31, 2011

    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 >>>

    The Purpose of the Corporation
    October 24, 2011

    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 >>>

    There’s Something About Meg
    October 20, 2011

    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. >>>

    Board Prerogatives Under Attack
    October 12, 2011

    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 >>>

    Steve Jobs: He Did It His Way
    October 07, 2011

    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 >>>

    The New Shareholder Activism
    October 06, 2011

    Strategy & Leadership When we think of “shareholder activism,” we often envision investors like Carl Icahn, seeking out undervalued companies and taking control >>>

    You Can Make a Difference
    September 27, 2011

    Strategy & Leadership What makes a company successful?  To find out, I spent four years interviewing company founders who had successfully launched, >>>

    Say-on-Pay Lawsuit Survives Dismissal
    September 26, 2011

    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 >>

    Dare to be Dumb
    September 21, 2011

    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, >>>

    A Modest Proposal
    September 09, 2011

    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 >>>

    Avoiding Compensation Suits
    September 07, 2011

    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 >>>

    Investors Call for Political Disclosure
    September 01, 2011

    Compensation The International Corporate Governance Network (ICGN) has joined the investors and academics who are asking the U.S. Securities and Exchange >>>

    CEO Succession Value and Best Practices
    August 18, 2011

    Compensation In its excellent webinar on CEO Succession and Compensation co-sponsored by NACD, Pearl Meyer & Partners Managing Directors Yvonne Chen and Matt >>>

    Creating Your Own Entitlement
    August 16, 2011

    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 >>>

    SEC’s Proxy Access Missteps
    August 03, 2011

    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, >>>

    Dodd-Frank’s Silver Lining: Education
    July 28, 2011

    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 >>>

    ERM: The Elephant In the Room
    July 20, 2011

    Risk Management While enterprise risk management (ERM) is inextricably linked to audit committee functionality, it’s too often overlooked that a board’s ability >>>

    Joining the Major Leagues
    July 18, 2011

    Governance In my travels as publisher of NACD Directorship, I frequently have the pleasure of meeting recently retired accounting partners who, for the >>>

    Help Wanted: Comp Committee Chair
    July 08, 2011

    Governance The successful candidate will bring at least three years of board experience, have a good working knowledge and understanding of

    Warning: Truth Spoken Here
    July 01, 2011

    Boardroom Journal Jamie Dimon, CEO of JPMorgan Chase, demonstrates Trumanesque plainspoken wisdom in his 2010 shareholders letter, a 32-page classic that is crystal >>>

    Corporate Storytelling Critical
    June 28, 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 >>>

    Wanted: Courage in the Boardroom
    June 27, 2011

    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 >>>

    New Things Under the Governance Sun
    June 24, 2011

    Governance “There is nothing new under the sun,” complained the author of Ecclesiastes. This old lament comes to mind when I hear about “new” >>>

    The Critic Takes the Hindmost
    June 23, 2011

    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 >>>

    Innovation: What’s the Risk?
    June 17, 2011

    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 >>>

    Don’t Underestimate D&O Insurance
    June 15, 2011

    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 >>>

    Power to the People
    June 08, 2011

    Magazine In recent years, the trend has been towards sharply declining public attendance at corporate annual meetings. Some companies have even toyed with the >>>

    Taming Risk In a Volatile World
    May 27, 2011

    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. >>>

    Final Rules On Whistleblowing
    May 25, 2011

    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 >>>

    Say on Pay So Far
    May 24, 2011

    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 >>>

    Pragmatism Is King
    May 13, 2011

    Crisis Communications Artful diplomacy and understanding can help push your agenda and protect your interests amid the maze of government interests. Unfortunately, there >>>

    Focus More on Prevention
    May 10, 2011

    Economy Washington – the Congress, the executive branch and the regulatory agencies – failed us in five major ways [during the financial crisis of >>>

    Comply with Orders, Win with Goals
    May 06, 2011

    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 Mitigation on a Budget
    May 02, 2011

    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 >>>

    Focus on Details, Not Policy
    April 29, 2011

    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 >>>

    The SEC Wants Your Resumé
    April 27, 2011

    Viewpoint SEC comment to a Fortune 1000 board in September 2010: “Please revise your disclosure to discuss the specific experience, qualifications, >>>

    New Things Under the Governance Sun
    April 26, 2011

    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” >>>

    The World Belongs to Those Who Show Up
    April 22, 2011

    Crisis Communications For corporate executives schooled in free market principles and the virtues of logical decision making, few constituents can be more confounding to >>>

    President Trump?
    April 21, 2011

    Washington Those who regard Donald Trump as a real estate mogul turned TV personality, based on his Apprentice series, may be scratching their heads >>>

    The Value of Being Wrong
    April 14, 2011

    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 >>>

    Governance is Free
    April 11, 2011

    Viewpoint 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 >>>

    If Government Shuts Down…
    April 08, 2011

    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 >>>

    The Profitability of Trust
    April 07, 2011

    Crisis Communications A banker might shrug off the latest round of criticism by consumer rights advocates as just more predictably ideological palaver. But when >>>

    The First Amendment For Public Companies
    April 05, 2011

    Washington The highly publicized ruling of the United States Supreme Court in Citizens United v. Federal Election Commission removed a critical barrier >>>

    Combat Lessons for Corporations
    April 01, 2011

    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 >>>

    Post-Sokol: Righting Officer Behavior
    March 31, 2011

    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 >>>

    Blogs: Making or Breaking a Brand
    March 25, 2011

    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 >>>

    Know an Outstanding Director?
    March 23, 2011

    Governance NACD has opened nominations for Director of the Year and the B. Kenneth West Lifetime Achievement Award. These two honors recognize outstanding >>>

    The Higher You Go, the Blinder You Get
    March 17, 2011

    Crisis Communications The founder and CEO of a large, successful company could not understand why communications within the organization seemed so stilted. When Marshall >>>

    POTUS 3 to POTUS 44
    March 11, 2011


    Dear Barack,

    I wrote a State of the Union address, actually the first one in our country’s history, that I thought you >>>

    The 24-Hour Rule
    March 10, 2011

    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 >>>

    Why So Few Women on Boards?
    March 07, 2011

    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, >>>

    Directors Are Always Under Oath
    March 04, 2011

    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 >>>

    Trust Violations: Cost of Business
    March 03, 2011

    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 >>>

    A Healthier American Housing Market
    March 02, 2011

    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 >>>

    Perfect Storm for Comp Committees
    February 28, 2011

    Viewpoint Worrying is how smart board members spend their time, so start worrying about state pension funds. Due to mismanagement of spending and over-reliance >>>

    Give the Other Guy Your Gun
    February 24, 2011

    Strategy & Leadership Stratford Sherman walked into his first meeting with Jack Welch braced for battle. As a young editor with Fortune magazine, Sherman had >>>

    Boardroom 2.0
    February 23, 2011

    Viewpoint 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 >>>

    Strengthening Internal Reporting
    February 18, 2011

    SEC The actions large companies have taken in response to the SEC's proposed whistleblower program were detailed in yesterday's

    Lehman Learning Opportunities
    February 17, 2011

    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 >>>

    Coke or Pepsi?
    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. >>>

    Exit Sign in the Boardroom
    February 16, 2011

    Viewpoint A consequence of Dodd-Frank will be the clearing of board benches either by the proxy process or proactively, through internal house cleaning. >>>

    Making Your Voice Heard
    February 15, 2011

    Magazine Understanding the world of the public company director—your challenges and worries, successes and aspirations—helps inform the thinking that goes >>>

    The Biology of Fear
    February 10, 2011

    Crisis Communications As a corporate crisis unfolds, a normally communicative, competent manager suddenly seems incapable of making a decision. “Too risky,” he snaps >>>

    At Last, FASB Steps Forward
    February 09, 2011

    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 >>>

    Informing Audit Committees
    February 07, 2011

    Litigation & Regulation American and British regulators agreed recently to an information-sharing arrangement, which they believe would have helped detect an accounting >>>

    Taking Control of the Crisis Story
    February 03, 2011

    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 >>>

    Immanuel Kant, 21st Century CEO
    February 02, 2011

    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 >>>

    The Best Advisors Ask the Best Questions
    January 27, 2011

    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 >>>

    Social Media and Compliance
    January 24, 2011

    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 >>>

    Experimenting With the Pozen Board
    January 21, 2011

    Governance Robert Pozen, chairman emeritus of the MFS Investment Management and a senior lecturer at Harvard Business School, has made a seminal proposal to >>>

    Selecting a Lead Director
    January 20, 2011

    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 >>>

    Direct and Transform in Major Challenges
    January 19, 2011

    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 >>>

    Directors Exploring the Digital Future
    January 18, 2011

    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 >>>

    The Connected Boardroom
    January 17, 2011

    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 >>>

    Everyone Must Sacrifice, You First
    January 13, 2011

    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 >>>

    What Is Wrong With This Picture?
    January 11, 2011

    Strategy & Leadership On January 31, the New York Stock Exchange will host “Focal Point USA,” the first official event of the Global Reporting Initiative (>>

    Smaller Boards Are Most Effective
    January 04, 2011

    Governance In 2002, Congress passed the Sarbanes-Oxley Act to prevent corporate governance debacles like Enron and WorldCom from happening again. But six >>>

    HP Severance Case Raises Concerns
    December 28, 2010

    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 >>>

    Is Dodd-Frank on Life Support?
    December 23, 2010

    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 >>>

    When Harry Met Henry
    December 22, 2010

    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 >>>

    Fly Right: IT Risk Governance
    December 14, 2010

    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 >>>

    NACD Comments on EC Audit Changes
    December 13, 2010

    Board Structure In response to the recent financial crisis, the European Commission (EC) released a Green Paper titled >>

    Scrutinizing Financial Statements
    December 08, 2010

    Strategy & Leadership Listening to Dr. Robert A. Howell at NACD’s Director Professionalism® course here in Tampa reminds me of a >>

    Learning to Lead at the Board Level
    December 08, 2010

    Audit Eighty-five directors spending two days at NACD’s Director Professionalism® course in a chilly Florida this week benefited from a thoughtful talk >>>

    Proxy Advisory Firms Need Transparency
    December 06, 2010

    Shareholder & Proxy In a New York Times (Nov. 30) article published in Wednesday’s NACD Directors Daily, columnist Stephen M. Davidoff

    Social Media in the Boardroom
    December 02, 2010

    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 >>>

    Preparing for Change
    December 01, 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 >>>

    NACD Urges SEC to Adjust Say on Pay
    November 20, 2010

    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 >>>

    Rebalancing the Global Recovery
    November 19, 2010

    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 >>>

    Holdbacks: Systemic Risk Reducers
    November 15, 2010

    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 >>>

    Wanted: New BBC Board Chair
    November 12, 2010

    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 >>>

    SEC Issues Proposed Say-on-Pay Rules
    November 11, 2010

    Washington The Securities and Exchange Commission has issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and >>>

    A Securities Litigation Stalwart Takes a Loss
    November 08, 2010

    Washington Although the world of electoral politics may seem distant from the directors’ and officers’ liability arena, there was one development in >>>

    A Social Media Personal Trainer?
    November 04, 2010

    Strategy & Leadership “Technology leaves companies naked and it’s time to buff up,” says Phil Cowcill, facilitating a session at an

    The Global Question
    November 03, 2010

    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 >>>

    Proxy Access Litigation, Next Steps
    October 28, 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 >>>

    NACD to Tour Electronics Show
    October 27, 2010

    SEC The Consumer Electronics Show takes place in Las Vegas, January 6-9, 2011, with Microsoft CEO Steve Ballmer providing the keynote >>>

    Leveling the Risks Of Home Ownership
    October 26, 2010

    Washington We have been concerned about reported irregularities in foreclosure practices at a number of large financial institutions. The federal banking >>>

    Celebrating Boardroom Heroes
    October 22, 2010

    Governance Opening the 2010 NACD Director of the Year Awards celebration by honoring attendees for their integrity, good work, and courage to strive for >>>

    Lincoln’s Immense and Marvelous Ego
    October 21, 2010

    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 >>>

    Mary Schapiro Closes NACD Conference
    October 20, 2010

    Washington The Honorable Mary Schapiro, chairman of the SEC, closed NACD’s 2010 Corporate Governance Conference by addressing the Commission’s upcoming >>>

    The NYSE & The Director Community
    October 19, 2010

    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 >>>

    New Audit Committee Report Released
    October 19, 2010

    Audit This morning, Mary Pat McCarthy, executive director of KPMG’s Audit Committee Institute, led an excellent discussion on NACD’s recently >>>

    Board Judgment, Values and Integrity
    October 19, 2010

    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 >>>

    Globalizing the Board
    October 18, 2010

    Strategy & Leadership Today’s luncheon session, “Globalizing the Board,” featured Ambassador Susan Schwab, former U.S. Trade Representative. Her overarching >>>

    Emerging Legal Trends for Directors
    October 18, 2010

    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 >>>

    Performance Metrics Make a Difference
    October 18, 2010

    Board Evaluations This morning’s plenary on “Performance Metrics That Make a Difference,” brought together the two co-chairs of the 2010

    Board-Shareowner Communications
    October 18, 2010

    SEC NACD’s Annual Corporate Governance Conference opened with a topic that hangs heavy in the air. The first plenary session concentrated on >>>

    The Great Bifurcation
    October 15, 2010

    Viewpoint Critics of the SEC’s proxy access have long pointed at what might be an “intended consequence” — a growing distance between boards and >>>

    Put Some Teeth in Those Rules
    October 13, 2010

    Viewpoint 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 >>>

    Clawback Myth Debunked
    October 11, 2010

    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," >>>

    Proxy Access: The Ultimate Weapon
    October 07, 2010

    Shareholder & Proxy On a recent conference call with our Board Advisory Services faculty, we invited Anne Sheehan, director of corporate governance for the >>

    Straight Talk on Sustainability
    October 06, 2010

    Risk With all the noise on the topic, I recently decided to spend some time asking >>

    Sustainability and Fiscal Rules
    October 05, 2010

    Washington The recent deep recession and the subsequent slow recovery have created severe budgetary pressures not only for many households and businesses, but >>>

    Saving BP: Can Dudley Do It?
    October 04, 2010

    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 >>>

    An Outline for SEC Rule Making
    September 30, 2010

    SEC As you know, the Dodd-Frank Act fills a number of significant regulatory gaps, brings greater public transparency and market accountability to the >>>

    Refuting Groupthink on Diversity
    September 28, 2010

    Board Structure Speakers at a recent Johns Hopkins University conference were addressing gender issues. Three of the panelists were Securities and Exchange >>>

    It Is About Time
    September 23, 2010

    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 >>>

    Adapting to a Volatile Environment: 8 Things Boards Can Do
    September 22, 2010

    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 >>>

    Long-term CEO Succession Planning
    September 21, 2010

    Board Structure Recently, interim CEOs have found themselves in the media spotlight. This week, the Fortune magazine article >>

    September 16, 2010

    Viewpoint A pessimist is someone who is asked to join a board. An optimist is the one who talks him or her into it. >>

    What Boards Do
    September 14, 2010

    Governance Current focus on the performance of corporate boards prompts revisiting what is expected from the board of directors of a major public company – >>>

    Toward an Ethical Corporate Culture
    September 10, 2010

    Governance As noted this week in national news headlines, the Securities and Exchange Commission has seen an uptick in fraud tips since the passing of >>>

    Trading Places
    September 07, 2010

    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 >>>

    Why We Get Up In the Morning
    September 03, 2010

    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 >>>

    Now, It’s Really Personal
    September 01, 2010

    Shareholder & Proxy “Now, it’s personal” is an interesting phrase that I’ve heard more than once in recent conversations about director elections. By >>>

    If Corporate Boards Acted Like Google
    August 24, 2010

    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 >>>

    Déjà Vu All Over Again
    August 19, 2010

    Crisis Communications The world’s greatest inventor had a problem. Thomas Edison’s incandescent >>>

    Independence, Process and Courage
    August 16, 2010

    Governance This month, I had the pleasure of working with longtime NACD member, Professor Charles Elson,* >>>

    The Shot ‘Hurd’ Round the Boardroom
    August 10, 2010

    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 >>>

    How To Prepare For Say On Pay
    August 05, 2010

    Compensation The recently enacted financial regulation, the Dodd-Frank Act, requires a non-binding shareholder vote on executive compensation, beginning in 2011. >>>

    The M&A Litmus Test: Part 1 of 5
    August 03, 2010

    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 >>>

    BP’s Accidental CEO
    August 02, 2010

    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 >>>

    Culture Shocks and Mergers
    July 27, 2010

    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 >>>

    Calling All Leaders
    July 26, 2010

    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 >>>

    Beware: The Whistleblowers
    July 20, 2010

    SEC Harry Markopolos writes emphatically about the need to compensate corporate whistleblowers in his book, “No One Would Listen.” The independent >>>

    Behind Proxy Plumbing
    July 16, 2010

    SEC Last Wednesday, the SEC announced its decision to review the proxy voting system. This system, referred to by the SEC as “proxy plumbing,” >>>

    The Cake
    July 14, 2010

    Governance I had the pleasure to speak with Mellody Hobson, the president of Ariel Investments, after her opening remarks last week at the >>

    My Friends Could Be Your Future
    July 13, 2010

    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 >>>

    Refuting (At Least) 5 Myths of Governance
    July 10, 2010

    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 >>>

    A Political Casualty: Majority Voting
    July 06, 2010

    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 >>>

    Where You Stand. How You Sit.
    July 02, 2010

    Board Structure Two initial disclaimers: 1. I know almost nothing about “feng shui," the ancient Chinese system intended to ensure that buildings and objects >>>

    Uncommon Ideas For Image Repair
    June 28, 2010

    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 >>>

    Board Acts to Put New Face on BP Crisis
    June 23, 2010

    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 >>>

    Risking All to Save a Continent
    June 21, 2010

    Crisis Communications On June 5, 1947, students, families and assorted dignitaries gathered outside Harvard’s Memorial Church to hear Secretary of State George C. >>>

    Boardroom Assault
    June 16, 2010

    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 >>>

    For Whom The Housing Boomed
    June 14, 2010

    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 >>>

    What Director Resignations Say
    June 10, 2010

    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 >>>

    Jobs Report Raises Recovery Question
    June 04, 2010

    Economy While today’s jobs report shows gains, it’s a significant setback following four consecutive months of accelerating growth. The private sector >>>

    Implications of the BP Oil Spill
    June 01, 2010

    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 >>>

    The Case for Healthy Skepticism
    May 27, 2010

    Corporate Governance The updated version of “21st Century Governance Principles for U.S. Public Companies” describes the board’s major areas of >>>

    $3B in Damages from Toyota? Likely Not.
    May 25, 2010

    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 >>>

    Preventing Gyrating Stock Prices
    May 20, 2010

    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. >>>

    Proxy Analysis Shows Diversity of Diversity
    May 18, 2010

    Board Structure After the Securities and Exchange Commission announced its “diversity” requirements for director candidates at public companies in mid December, >>>

    BRIC Best Practices
    May 13, 2010

    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 >>>

    New Pay Paradigm: A Beauty Contest
    May 12, 2010

    Compensation Concerns about the compensation of chief executive officers and other top executives of American public companies have reached fever pitch since >>>

    Delaware Reaffirms State Rights
    May 07, 2010

    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 >>>

    Delaware Establishes New Business Court
    May 05, 2010

    Litigation & Regulation Effective May 1, 2010, the President Judge of the Delaware Superior Court issued an Administrative Directive creating a new division within the >>>

    Are You In The Know?
    May 03, 2010

    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 >>>

    Recovery On Track But Hardships Ahead
    April 30, 2010

    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 >>>

    How SEC Would Spend Funds
    April 28, 2010

    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, >>>

    How to Analyze, Manage Legal Spending
    April 27, 2010

    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 >>>

    Betting On Goldman
    April 27, 2010

    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 >>>

    CEOs Need to Take Stand on Pay
    April 26, 2010

    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 >>>

    What Reform Will Look Like
    April 23, 2010

    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 >>>

    The Free Market Secret
    April 19, 2010

    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 >>>

    The Board Also Rises
    April 16, 2010

    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 >>>

    Audit Preview: What’s in Store From PCAOB
    April 15, 2010

    Accounting & Audit The Auditing Standards Board is putting the finishing touches on a completely overhauled set of Generally Accepted Auditing Standards, effective for >>>

    When Power Corrupts
    April 13, 2010

    Strategy & Leadership Is the salvation of corporate governance to be found in strengthening the board chair? >>

    Where Have Our Heroes Gone?
    April 12, 2010

    Strategy & Leadership Throughout the 20th century, corporate America has respected—if not revered—icons representing the prosperity and power created by our capitalist >>>

    Economic Policy: Lessons from History
    April 09, 2010

    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 >>>

    Smart Companies Will Embrace Reform
    April 08, 2010

    Healthcare Although the recently signed healthcare reform bill has drawn much criticism for being “watered down,” the legislation will still have an impact >>>

    Goldman’s Letter to Shareholders
    April 07, 2010

    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 >>>

    Bad Press Debuts As Risk Factor
    April 06, 2010

    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 >>>

    Finally, Global Data On Women Directors
    April 02, 2010

    Board Structure Governance Metrics International (GMI) is the first corporate governance research and ratings firm to track the number of women corporate directors >>>

    Wanted: New Directors
    March 25, 2010

    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 >>>

    Effect of ‘Pay-to-Play’ Activism on Lawsuits
    March 24, 2010

    Shareholder & Proxy The recent emergence of public pension funds as frequent lead plaintiffs in securities class actions has prompted speculation that the funds’ >>>

    Smart Regulation: Lessons from China
    March 23, 2010

    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 >>>

    Dodd’s Bill Omits Small-Biz Exemption
    March 18, 2010

    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 Outlines Budget Requests
    March 17, 2010

    SEC The financial crisis reminded us just how large, complex, and critical to our economy the securities markets have become. Over the >>>

    Smart Reform: Elevator Equity
    March 16, 2010

    Washington Is Washington becoming the new Wall Street? The answer to this oft-asked question is unequivocally “yes,” but not for the obvious financial >>>

    Valukas on Lehman: Board Not at Fault
    March 15, 2010

    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 >>>

    Smart Reform: Rein in Leverage
    March 09, 2010

    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 >>>

    End Too Big to Fail
    March 08, 2010

    Washington Large, complex institutions instruments leads us to the large, complex banks and non-bank companies that packaged and sold so many of these >>>

    Job 1: Ensure Financial Integrity
    March 05, 2010

    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 >>>

    Annual Letter To Shareholders
    March 01, 2010

    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 >>>

    If Buffett Were In Your Boardroom
    February 26, 2010

    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 >>>

    To Avert Crisis: Communicate from Inside Out
    February 25, 2010

    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 >>>

    Support for Single Global Accounting Standard
    February 24, 2010

    Accounting & Audit For nearly 30 years, the Commission has consistently promoted the development of a single set of high-quality globally accepted accounting >>>

    Toyota Recall Provides Ample Lessons for Boards
    February 19, 2010

    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 >>>

    Restoring Balance: The Case For ‘Client-Directed Voting’
    February 15, 2010

    Shareholder & Proxy It has become commonplace to hear the corporate proxy voting system described as “broken” or “dysfunctional,” yet its most fundamental defect >>>

    Lawmakers’ Rush to Punish Banks Threatens Recovery
    February 12, 2010

    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 >>>

    What You Need to Know About Product Recalls
    February 10, 2010

    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 >>>

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