Directors & Boards back issues from September 2009:
A century of progress.(LETTER FROM THE CHAIRMAN)
Sep 22, 2009; ... I SERVE on a corporate board led by an extremely competent and highly experienced woman who is the executive chair. Under her leadership the board has governed very successfully. As a woman leading a large, public company her position and her success are becoming more common. Yet, not so ...
The Xs and Os.
Sep 22, 2009; ... A WISE PUBLISHING veteran once said: "It strikes me that a good editor must know what the reader wants before the reader even knows he wants it. The good editor, in short, is a cultural anthropologist." But, this wise one went on to observe, "an editor is a very special sort of ...
'Once more unto the breach': here we go again: the SEC re-storms the Harfleur of proxy access.(Securities and Exchange Commission)(Viewpoint essay)
Sep 22, 2009; ... Set historically in the early 15th century, Act III of Henry V begins with Henry's exhortation to his soldiers to renew the attack upon the French town of Harfleur. The king urges his men "Once more unto the breach." My 1998 interview with renowned dealmaker Sandy ...
The gritty stuff: heard this in your governance seminars?(Viewpoint essay)
Sep 22, 2009; ... I'VE SUCCESSFULLY SAT through several seminars for board members, and actually stayed awake through most. My public companies earned ISS points for my attendance (yeah, team). None of these seminars touched on the gritty stuff that makes a board work. Here's what makes them not ...
When preferred and common collide: a recent Delaware case gives directors appointed by preferred stockholders a reminder of their foremost obligation.(Case overview)
Sep 22, 2009; ... IT IS COMMON KNOWLEDGE that directors should act in the best interests of their corporation; however, where the interests of the corporation's different stakeholders are not aligned, directors can face complicated decisions. The board must often choose which constituency's interest will ...
What's your fiduciary liability IQ? If it needs to be raised, and it probably does, just follow these steps.(RISK MATTERS)
Sep 22, 2009; ... CALL IT a ripple effect of America's economic slump. Companies are facing increasing risk of fiduciary liability lawsuits from disenchanted employees who are seeing their retirement benefits diminished, their employer matching contributions eliminated, or their benefits reduced or ...
Saying goodbye to broker votes: the immediate impact on director elections may not be meaningful, but potential repercussions loom.(EVIDENCE AND PERSPECTIVES)
Sep 22, 2009; ... HISTORICALLY, New York Stock Exchange Rule 452 has allowed brokers to vote shares held in street name in uncontested director elections unless shareholders give specific voting directions. On July 1 of this year the SEC voted 3-2 to disallow this practice. The new rule takes place on Jan ....
Weak links and problem directors: know when and where trouble may lurk on the board and how to head it off.(GUEST COLUMN)
Sep 22, 2009; ... A HINT OF DISAPPROVAL Wafts across the meeting table as directors watch a colleague shuffle through the board packet for unread financial statements. I took the time to prepare, why didn't you? At another table in another boardroom, the air is toxic with a plot to oust the CEO ....
A fateful visit, a new destiny: it was a deal that got done during the darkest days of the financial markets meltdown. How the CEO and board of Rohm & Haas Co. turned what could have been a transition crisis into a rewarding return for shareholders.(ORGANIZATIONAL LEADERSHIP)(Interview)(Company overview)
Sep 22, 2009; ... A VISIT BY A HAAS FAMILY TRUSTS representative with Raj L. Gupta in November 2007 totally changed the trajectory of the company that he had worked at for 38 years and was then heading as chairman and chief executive. The message delivered was that the trust wanted diversification from its ...
A serious board takes serious work: there is no time like the present to review the basics of building and running a world-class board.(BOARD DYNAMICS)
Sep 22, 2009; ... CORPORATE BOARDS serve many purposes. They help companies make valuable connections, provide mentoring and management oversight, and advise the CEO and other top executives on matters from compensation to planning the next strategic transaction. But today's boards go far beyond ...
Let's get real on role separation: is splitting the CEO and chairperson positions leading edge ... or over the edge?(BOARD PRACTICES)
Sep 22, 2009; ... AMONG THE enduring debates in corporate governance is the board of director's choice for its leadership structure. At issue is the efficacy of essentially two available choices. In the far more common structure, the CEO of the company serves simultaneously as chairperson of the board ....
The general counsel as mentor: this is an underappreciated role, but one that can lead to a more effective board if such a relationship is forged between the general counsel and the directors.
Sep 22, 2009; ... When we think of the roles and duties of general counsel, particularly in relation to the board of directors, I'm guessing that not many Boardroom Briefing readers would think of putting "mentor" on the list. And yet that is precisely a vital role the general counsel should ...
Opening keynote 2010: a governance odyssey; Hart and Wallenstein's annual update on the legal environment for directors.
Sep 22, 2009; ... Since the enactment of SOX, an increasingly punitive and hostile environment toward public companies has developed, an environment which recently has been exacerbated by the most severe financial crisis since the Great Depression, a massive recession, high unemployment, federal bailouts ...
Will your company defend you? Proving your innocence in a securities class action may be a luxury you can no longer afford.
Sep 22, 2009; ... The well-established principle that indemnified directors and officers who are sued are entitled to have their companies advance their defense costs, without any prior showing of lack of culpability, is under attack. Ironically, the attackers' chosen weapon is a provision of the Private ...
Boards and Special Committees: the role of Special Committees in dealing with the "entire fairness standard".
Sep 22, 2009; ... Any corporate transaction involving an existing or potential conflict of interest may become the subject of litigation initiated by minority shareholders. In such cases, directors may be called upon to prove that all aspects of the transaction were fair to the corporation and its ...
Shareholder nominations are coming: be ready for your shareholders to use your proxy statement to propose their own director nominees.
Sep 22, 2009; ... Proxy access, for better or worse, is coming. The controversial right of a shareholder to require a company to include in the company's own proxy materials the shareholders' nominees for directors alongside the board's nominees is an issue that public company boards will have to address in ...
Directors & Boards': 2009 top corporate governance law firms.
Sep 22, 2009 ... Directors & Boards presents its third annual ranking of top law firms specializing in corporate governance issues. These rankings represent the unaided responses from 314 respondents to our legal services survey, which was conducted in September 2009. [ILLUSTRATION OMITTED] ...
The Directors & Boards survey: legal services.
Sep 22, 2009 ... Methodology This Directors & Boards survey was conducted in September 2009 via the web, with an email invitation to participate. The invitation was emailed to the recipients of Directors & Boards' monthly e-Briefing. A total of 314 usable surveys were completed. <Pre> ...
Executive compensation risk management: strategies for an evolving regulatory landscape.
Sep 22, 2009; ... Risk management oversight at the board level historically has focused on minimizing exposure to potential criminal or civil liability. Companies have developed corporate compliance programs consistent with the seven point framework for an effective compliance program articulated in the ...
Board and management succession planning: key issues for boards to consider when addressing succession planning.
Sep 22, 2009; ... The CEO, senior corporate officers, and board members typically possess a valuable combination of intelligence, skills, and experience. Because they play important roles in a corporation, their loss can have a major impact on the corporation's short-term operations and long-term prospects ...
Early dismissal: the Supreme Court's further tightening of procedural rules means that corporate defendants may secure early dismissal of lawsuits.(Case overview)
Sep 22, 2009; ... You're the CEO or director of finance for a publicly-traded company. You receive a call from your General Counsel, who reports that the company has been sued and that the plaintiff is seeking to take very expensive discovery of the company's electronic information, including your emails ....
Restoration project: respect for the board: vital to recovery from the Great Recession is reestablishing confidence in the board's ability to serve shareholder interests. Four factors fundamental to board effectiveness require focus.(GOVERNANCE LEADERSHIP)
Sep 22, 2009; ... ONE OF THE MOST striking phenomena arising from the financial and broader economic crisis that brought on the Great Recession is the widespread and increasingly vocal criticism of corporate boards of directors. The criticism comes not only from the traditional shareholder activist ...
The case for renewal through bankruptcy: some straight talk on reorganizing through Chapter 11--it can be rough, nasty, and emotional, but it gets you back on track to rebuilding your company and its prospects.(CORPORATE REORGANIZATION)
Sep 22, 2009; ... CHAPTER 11 REORGANIZATION, commonly known as bankruptcy, erases 80-90% of your debt, prevents your bank from foreclosing your loans, allows you to eliminate leases and contracts that you don't like, and rebuilds your equity, cash flow, and profits. All litigation against your company ...
Get the world off your shoulders.(Brief article)
Sep 22, 2009; ... Book it: Best bets for board reading From a roundup of new books, leadership insights on fundraising, battling fear of failure, coping with 'blurry lines,' avoiding embarrassment ... and some wisdom from the Bard. From 7 Lessons for Leading in Crisis by Bill George ....
What makes the primary difference?(LEADERSHIP)
Sep 22, 2009; ... From Boardroom Realities, edited by Jay Conger. Copyright 2009 by John Wiley & Sons Inc. Published by Jossey-Bass, a Wiley imprint (www.josseybass.com). WHAT MY COLLEAGUES in this book and I have learned is that simply having the "right" governance practices on your board is ...
A director's blurry line.(From The Road to Financial Reformation)(Book review)
Sep 22, 2009; ... From The Road to Financial Reformation by Henry Kaufman. Copyright 2009 by the author. Published by John Wiley & Sons Inc. (www.wiley.com). GOOD GOVERNANCE in financial institutions--or in any organization, for that matter--begins at the top, with the integrity and skills of the ...
A deer in the headlights.(LEADERSHIP)
Sep 22, 2009; ... From Stick Out Your Balance Sheet and Cough by Gary W. Patterson. Copyright 2009 by the author. Published by Fiscal-Clinic Communications, a division of Fiscal Doctor Inc. (www. fiscaldoctor.com). ALTHOUGH PROGRESS has been made to guard against governance scandals, too many ...
Authority and intimacy in the boardroom.(Book review)
Sep 22, 2009; ... From Nonprofit Governance by John Tropman and Thomas J. Harvey. Copyright 2009 by the authors. Co-published by Corby Books and University of Scranton Press (www.corbypublishing.com). THIS PRACTICAL BOOK will repeat, over and over again in different contexts, that the power of ...
Fundraising as a performing art.(From Yours for the Asking)(Book review)
Sep 22, 2009; ... From Yours for the Asking by Reynold Levy. Copyright 2008 by the author. Published by John Wiley & Sons Inc. (www.wiley.com). HOW MANY ACTIVITIES in life are as unpopular as fundraising? There's something very intimidating about approaching a friend or a relative stranger and ...
W. Shakespeare Inc., management consultant.(LEADERSHIP)
Sep 22, 2009; ... Several years ago my friend Jim Kristie, editor of Directors & Boards, generously made available a few of the journal's pages for Ken Adelman, a legitimate Shakespearian scholar, and me, an engineer with one college course in Shakespeare, so we could expound upon our management book ...
Directors Roster: a quarterly record of new director appointments.
Sep 22, 2009 ... THE DIRECTORS & BOARDS Directors Roster--a quarterly record of new director appointments--is compiled from public and private sources by the editorial staff of Directors & Boards and is sponsored by Heidrick & Struggles. Please forward your director appointment announcements to ...
Company index.
Sep 22, 2009 ... 3Com Corp. ACCO Brands Corp. Affymetrix Inc. American International Group Inc. American Water Works Co. Inc. Atmos Energy Corp. Axion International Holdings Inc. Broadcom Corp. Campbell Soup Co. ...
The directors roster.
Sep 22, 2009; ... The Directors Roster is a detailed record of executives added to corporate boards. The Roster covers a three-month period prior to the publication of each edition of DIRECTORS & BOARDS. It includes companies of all sizes, from billion-dollar blue chips to smaller growth ventures, that have ...
Director index.
Sep 22, 2009 ... Adik, Stephen P., American Water Works Co. Inc. Amble, Joan L., Broadcom Corp. Arway, Pamela M., DaVita Inc. Beattie, W. Geoffrey, General Electric Co. Bloomberg, Jeffrey, RHI Entertainment Inc. Bodman, Samuel W., DuPont Co. ...
A director's letter to his chairman: here is how we board members can better help you.(ENDNOTE)
Sep 22, 2009; ... In April 2009 I joined the board of Media General, an $800 million diversified media company based in Richmond, Va. The following is a letter I wrote--with input from Innosight board member Richard N. Foster and innosight partner Andrew Waldeck--to Media General Chairman J. Stewart Bryan ...