Thursday July 03, 2008
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accounting & audit board administration calpers ceo ceo succession compensation corporate governance director news director recruiting fred buenrostro korean investment corp. kuwait investment authority merrill lynch mizuho corporate bank of japan proxy rob feckner sec shareholders strategy & leadership Risk ManagementPeer Exchange: A Systematic Approach to RiskJune 1,2008At the conclusion of World War I, French Prime Minister Georges Clemenceau famously said that war was too serious to entrust to soldiers. The same can be said of risk: it is too important to be left solely to corporate compliance officers. That was the broad consensus when a Directorship Roundtable was convened on the topic of corporate governance and compliance. Full Story  Adapting to New Economic RealitiesApril 1,2008 by Henry R. KeizerWith the prospect of continued economic slowdown in 2008, audit committees are paying particular attention to the recessionrelated risks that are facing their companies. At the same time, they are taking a hard look at their company’s risk-management processes—understanding the quality of the company’s risk intelligence—and many are focusing on the tone at the top and culture of the organization as critical to effective risk management. Full Story Fraud's Red FlagsApril 1,2008 by Michael RossIf the massive $7-billion alleged fraud at French bank Societe Generale teaches us anything, it is that fraud is always a possibility. It can be perpetrated at almost any level, from the corner office to a rogue mid-level employee. Full Story Leaving Allstate in Good HandsApril 1,2008At the end of April, Edward M. Liddy will step down from his role as chairman of insurance giant Allstate, leaving the publicly traded insurance company on solid footing and—forgive the phrase—in good hands. Liddy’s retirement and the plan for Thomas J. Wilson to succeed him as chief executive is a textbook case of orderliness. Full Story Preparing for the UnknowableApril 1,2008The ongoing crisis in worldwide credit markets points, in part, to a colossal failure in risk assessment at a stunning number of companies. The questions on the minds of directors today are, “How can any board adequately anticipate and prepare for the unknown?" Full Story Ram Charan: Bettering the BoardApril 1,2008Fortune magazine described Ram Charan as the most influential consultant alive. Here he covers 10 issues—five external and five internal—impacting today’s boards. Full Story Recruitment: Building the Right Board for the TimesApril 1,2008 by Michael P. KellyAssembling the perfect board requires that directors undertake a periodic look at whether their composition is indeed in balance. Full Story The True Cost of Going GlobalApril 1,2008 by Judy WarnerA new tool, called the “Opacity Index,” helps to make known that which is hard to know: the true cost of doing business abroad. What does it really cost to tap China’s massive market? Is that a better value than setting up shop in India or Brazil? Full Story A Portrait of an Unconventional CEOFebruary 1,2008 by Matt PerkinsDavid Novak hasn’t exactly led a charmed life. He grew up in trailer parks, sold encyclopedias door to door, and worked as a night clerk in a run-down hotel. If that’s not bad enough, he is the guy behind Crystal Pepsi, which Time magazine called one of the worst new-product ideas of the twentieth century. Full Story Beyond Disaster RecoveryFebruary 1,2008 by Glenn CurtisSince the advent of commerce, merchants have instinctively done things to protect their businesses from risk. After 9/11, however, the subject came to the forefront of boardroom thinking, mostly framed from a disaster recovery perspective. More recently, fallout from the credit crisis forced corporations to consider a new set of dangers. In response, they are adding hedging and hiring strategies to their continuity plans. Full Story CodaFebruary 1,2008 by Jeff CunninghamWhy is it politicos put on a most winsome smile for Hollywood exports like Steven Spielberg and Babs Streisand, but suddenly turn dour when it comes to exporting pieces of true international commodities like investment banks? Full Story Non-Public Firms Also Face ExposureFebruary 1,2008Public company board directors dream of taking their company private to escape onerous regulation, the high cost of compliance, and the sometimes conflicting demands of different shareholder groups. Full Story Risk is the WordFebruary 1,2008 by Joseph McCaffertyRecent events on Wall Street and elsewhere have forced companies to view risk in new ways. They are now thinking about the risks that third-party evaluators, such as credit ratings agencies, could be entirely wrong, the risk that everyone is pursuing the same strategy, or the risk that your CEO might need to resign. Full Story The Board's Neglected Risk ResponsibilityFebruary 1,2008 by David ApgarImagine you are a member of the board of directors at a diversified equipment manufacturer and you get the following surprise at 5:30 on a Friday afternoon: Two private-equity firms have joined forces to acquire the company. At first, that may sound like good news, since the firms are offering a 30-percent premium to the manufacturer’s market value. The trouble is that their press announcement criticizes the company’s corporate governance approach and promises investors that the buyers will build value by “paying more attention to core competencies and avoiding costly distractions in solutions consulting.” Full Story Five Trends Reshaping the Internal Audit FunctionDecember 4,2007 by Dennis Bartolucci and Richard ChambersGiven the clear need for internal audit to sharpen its focus on risk, and thereby provide more value, internal auditors find themselves at a strategic crossroads: They can either pursue the status quo, a path that could lead to their obsolescence, or they can transform themselves from an internal-audit model focused on controls assurance to a risk-centric model based on the effectiveness of risk management processes. The latter path is far more likely to address the evolving needs of modern organizations and meet the rising expectations of directors and senior management. Full Story Finding New Value in Internal AuditDecember 1,2007 by Michael J. Nolan and Edward F. SmithMany audit committees are ratcheting up their expectations for the internal audit function. In fact, a recent ACI/NACD survey found that only 46 percent of audit committee members were very satisfied with the effectiveness of their company’s internal audit function. Full Story New D&O Offerings Provide Better ProtectionDecember 1,2007 by Timothy W. BurnsThere’s a change taking place in the market for Directors and Officers (D&O) liability insurance. Since the demise of Enron and WorldCom, there has been increasing interest in the purchase of D&O insurance for the sole benefit of a company’s directors and officers. These mammoth bankruptcies highlighted the danger that a bankruptcy court might refuse to allow directors and officers to access D&O policies that also provide coverage to the company. It was argued that the only sure solution was to limit the beneficiaries of the policies to the directors and officers. Full Story Peer Exchange: Getting a Grip on Data Loss and TheftDecember 1,2007Security breaches that put credit card numbers and personal information of customers or employees into the hands of those who would misuse the information or sell it on the black market make headlines almost on a daily basis. Whether the breach occurs through hacking, a dishonest employee, or a misplaced laptop or backup tape, the risks that come with lost or stolen data are real and can have a devastating effect on business. Full Story Readings: Boning Up on the New Views of RiskDecember 1,2007Recent events on Wall Street and in other sectors of the economy have reminded board directors that they can never know too much about risk. We will make a risk-free bet that most will admit they need to know more, even lots more, and are currently looking to advance their knowledge. To scratch that itch, we recommend two books that are, in terms of payoff, unlike most investments. They are sure things. Full Story What to Expect in D&O PricingDecember 1,2007 by Priya Cherian HuskinsSo far, the credit debacle and backdating cases haven’t had an immediate impact on the price of Directors and Officers (D&O) liability insurance. The market has remained soft, despite some high-profile settlements, such as the proposed $117.5 million agreement with shareholders of Mercury Interactive over options backdating. Full Story Audit Committee Roundup: Tackle Tax Risks With AuthorityOctober 1,2007 by Harry L. Gutman and Edward F. SmithAudit committees have developed a greater sensitivity to the financial reporting and reputation risks that taxes can pose for their companies today. The number of tax-related material weaknesses reported under Sarbanes-Oxley Section 404, as well as the recent implementation of the Financial Accounting Standards Board's FIN 48, has prompted this increased attention. Full Story Risk Governance and Governance RiskOctober 1,2007 by Matteo TonelloBoards of directors have emerged from years of regulation on corporate governance with a renewed and empowered role. They are more independent, rely on more diverse expertise, and have better-defined legal standards to help them carry out their fiduciary duties. Full Story The Return of the Tender OfferOctober 1,2007 by Mark GordonUnused in friendly transactions for many years, the tender offer has returned as a viable—and in many cases superior—alternative to the single-step merger for strategic and private-equity acquisition structures. Indeed, the first six months of 2007 have seen at least 29 tender offers for U.S. targets with a market cap in excess of $200 million, compared with just 5 for the same period in 2006. Full Story Options: The Noose TightensAugust 20,2007Controversies regarding backdating stock options continue to pick up speed. Not only have the first criminal charges been filed, but marquee-name companies are being drawn into the fray, notably Apple Computer. Full Story When Oversight Spans the GlobeApril 1,2007 by Directorship EditorsThe board of a multinational company is responsible for a longer and more complex value chain. Full Story Fighting Rising Legal CostsDecember 1,2006 by Joshua SchottRoutine work can be done cheaply by contract lawyers. Full Story Is the Price Right?October 1,2006 by Nevin SanliFairness opinions protect directors from lawsuits. They have to be done independently. Full Story Director's Insurance: It's a New WorldSeptember 1,2006 byBoard members want to know more about their D&O policies. Full Story |
           The Directorship 100 InstituteThe Directorship 100 Institute, held on December 2, 2008, brings together the most well respected voices in corporate governance. For more information click here or call 617.399.3043.
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