Thursday November 20, 2008
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 Cover StoryThe New GlobalistsWhen Goldman Sachs wanted to make an addition to its board this past summer, it could have picked nearly anyone it wanted. It could have selected a political heavyweight or any well-known American Fortune 500 CEO. Instead, the investment banking giant, which recently recast itself as a bank holding company, set its sights abroad. Full Story  A New Era of Regulation?On the eve of the presidential election, candidates Barack Obama and John McCain have made corporate governance a campaign issue. No matter who takes the oath of office in January, directors can expect significant regulations to come out of Washington that could have a significant impact on how corporate directors do their jobs. Full StoryYahoo's Election DisconnectionWhen the results of Yahoo's recent director election didn't seem to square with the anger shareholders had expressed in the weeks leading up to the vote, activist investor Eric Jackson questioned its validity. While allegations of wrongdoing in director elections are extremely rare, Jackson is not the first to cry foul. The proxy voting process is complex, obscure, and woefully imperfect. Full Story Inside the Mind of Warren BuffettAlice Schroeder, a Wall Street analyst turned biographer, scored one of the most sought after assignments in the book world when Warren Buffett agreed to cooperate with her for a book about his life. Full StoryFrom Brazil to DubaiWith increasing frequency, directors are crossing borders to serve on boards and facing a host of cultural differences. Boardrooms in other countries are forcing American directors to learn more than whether they are presenting their business cards appropriately. Full Story Verbatim - Leading the ChargeAs chairman of the Financial Accounting Standards Board (FASB), Robert Herz is the most influential accountant in America. Now, more than a year into his second five-year term, Herz will oversee one of the most extensive changes to the U.S. accounting system since the days when accountants wore green eyeshades and pocket protectors. Full StoryBack to SchoolScientia potentia est, “Knowledge is power.” This
maxim applies on the battlefield as well as in the
classroom. And given the current economic environment,
it clearly applies in the boardroom. Today,
in a business world that changes at a prodigious rate,
professional experience and a keen business sense
aren’t necessarily enough to keep ahead of the pack. For this reason, directors are increasingly seeking executive education programs designed for board members. Full Story Gumshoes in the BoardroomAudit committees aren’t just about auditing anymore. Today, they have responsibilities that go far beyond review and acceptance of the company’s financial disclosures. Audit committees play an increasingly important role during crisis situations—particularly those that involve allegations of fraud. Full StoryBoards Boning Up on RiskIn the midst of a shaky financial climate and the tighter regulations likely as a result, it should come as no surprise that risk assessment is getting more attention from boards. Full StoryMeet the New Sheriff of Wall StreetThe third figure of the triumvirate currently scrambling to keep America’s financial sector afloat might be lesser known than the other two, but not for long. Full StoryPrivate-Equity Cash Going AbroadAfter a half-decade of betting their capital in domestic deals, U.S. private-equity funds have turned their attention overseas. Full StoryCourt Affirms Rulemaker’s ConstitutionalityAn August court ruling on a littleknown case averted a different sort of accounting crisis, one that would have jeopardized the authority of the body that regulates public accounting firms. A federal appeals court ruled that the Public Company Accounting Oversight Board is constitutional. Full StoryNeed to Know: October 2008Boards of directors continue to feel the heat over the meltdown in financial markets, with many critics placing the blame, fairly or not, on the backs of boards. Amid all the uncertainty, one thing is certain: Never before have such significant challenges been placed before management and board directors. Full StoryConsolidation of PowerThough institutional investors have long been the dominant feature of the market, recent data suggests they are becoming even more influential. Among the largest 1,000 U.S. companies, institutional investors owned 76.4 percent of total shares in 2006, up from 61.4 percent in 2000, according to The Conference Board’s 2008 Institutional Investment Report. Full Story Becoming a Super Lead DirectorWhat personal attributes does a lead director need to meet the subtle challenges of the role? A series of conversations with some outstanding lead directors turned up surprising agreement about the personal characteristics and technical qualifications that the role requires. Full StoryGet Smart About Intellectual PropertyGiven that intangibles represent, on average, almost 70 percent of a company’s assets and much of this is comprised of the intellectual property (IP) of a company, it stands to reason that the board must be intimately involved in understanding the size, health, and growth of this often-misunderstood asset class. Full StoryA Higher Order of ThinkingAlbert Einstein reportedly remarked that “it takes a higher order of thinking to solve a problem than it took to create it.” For most boards, often the most difficult and, without doubt, important issue is succession planning. Recent events on Wall Street only underscore this reality. Full StoryWhere Common Sense RulesSuccessfully managing the relationship with an independent compensation consultant is as much rooted in common sense as good governance. In recent years, expanded proxy disclosure and economic woes in certain industries have focused attention on shortcomings in the compensation committee’s oversight of executive pay and performance. Full StoryDisclosure Committee: Untapped InsightMention “disclosure committee” at a governance forum and, inevitably, hands go up: What exactly does a disclosure committee do? Who sits on the committee? Why—and how—should the audit committee stay apprised of the disclosure committee’s activities? All good questions that suggest many boards and audit committees aren’t yet tuned in to the disclosure committee as a vital source of insight into the company’s financial reporting disclosures. Full StoryThe Risks of a Conflicted CEOCompanies face a Catch-22 when a potentially conflicted CEO negotiates a third-party merger transaction. It seems obvious that a company’s CEO should have a role in negotiations for a sale or merger of that company with an unrelated third party, since he or she is likely to possess the most knowledge about the company and its prospects. Full StoryPay Plans That Drive PerformanceThe topic of executive compensation continues to be “radioactive.” Yet the good news for directors, according to Jannice L. Koors, the Chicago-based managing director of Pearl Meyer & Partners, is that “with good planning and the right protections you can survive it.” Full StoryCandid and Open Discussions Lead to Good Decision MakingWhile compliance and management succession are the two primary responsibilities of corporate directors, two other important duties include managing conflict and creating consensus on important decisions. Full StoryHow Good Is Your Comp Consultant?Amid today’s intense scrutiny of executive pay, compensation committees face growing pressure to be completely transparent with regard to the role that compensation consultants play in their deliberations. In this environment, committees are paying closer attention than ever to the qualifications and performance of their executive compensation consultants. Full StoryProfile: Steven Hall and Pearl MeyerSteven Hall and Pearl Meyer founded Steven Hall & Partners to preserve their standing as independent consultants. Full StoryPostings: Directors for HireFor boards looking to add some talented new members, there’s good and bad news in the fallout from the financial storm ravaging Wall Street firms. Full StoryWhere Directors Draw the LineEach year thousands of C-suite executives have the epiphany that they want to be or should be corporate directors of major U.S. companies---somewhat shocking given the financial and reputational risks that board members have become exposed to over the last six years. Full StoryEditor's Letter: The Global BoardroomAs far back as Magellan and as recently as Jack Welch, business leaders have prophesied to the masses and the magistrates the importance of global markets. What is different today is that corporate boards are starting to realize that they need global expertise and a global mindset in the boardroom. Full Story |
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