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Volume 5, Number 4 • April 2008
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James Kristie Lisa
Cody David Shaw Scott Chase Nancy Maynard Barbara Wenger Jerri Smith 1845 Walnut Street
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Jim
Kristie is the editor and
associate publisher of Directors
& Boards.
Credit Crisis: Don’t Blame Failed Risk
ManagementWhat was absent in many of the companies that took undue risk was good governance. By Ellen Hexter If financial institutions are so good at understanding and managing risk, what are we doing in the subprime mess? One of the culprits being blamed for this financial disarray is poor risk management. Why are financial services companies, which are supposed to be wizards in risk management, unable to adequately manage their risks? Even more importantly, if risk management fails so spectacularly in the companies that are supposed to be good at it, what hope is there for other companies that have more complex risk issues to manage? Many companies are in the early stages of implementing enterprise risk management (ERM), a framework that encourages organizations to make decisions that are forward-looking and that take risks and rewards into consideration. Ideally, ERM provides tools to address root causes of risks, and to look across an entire company to understand the connection of risks and opportunities with the decisions that managers make. At many financial firms, connecting those dots is what was missing. [Click
Here to Read
the Entire Article]
Alignment Strikes Out This screwball notion never stood a chance — at least not with Yankees manager Joe Torre. By Hoffer Kaback In October of last year, the New York Yankees offered manager Joe Torre a contract for 2008, providing for a base salary of $5 million (vs. $7 million the previous year) plus “incentives” of $1 million a pop should the Yankees win the American League Division Series, the AL Championship Series, and the World Series. Concluding that he had been insulted and did not need financial “incentives” to motivate him to perform his duties, Torre rejected the offer. This situation from the sports world resonates in the corporate governance realm. It demonstrates some of the ways in which the popular dogma of “alignment” stands on brittle glass. Alignment proponents demand that a company’s directors have their directors’ fees and net worths tied directly into the company’s share price; the board, they insist, must “eat its own cooking” — even though it should be obvious that numerous factors, having nothing to do with how smart or honest the board may be, can and do affect the stock price. Through its Torre offer, Yankees’ ownership in effect contended that a baseball manager’s excellence and ability should be measured by whether or not the team wins in the post-season, and that, therefore, his compensation should be directly linked to such results. [Click Here to Read the Entire Article] Steve Cross President Cogent Compensation Partners, Inc.
Editor's note: Each month, we ask a
Directors & Boards reader to comment on critical issues facing
directors today. If you'd like to participate in this section in
the future, please email Scott
Chase. What trends in executive compensation will directors need to consider in 2008? Let’s talk about one of the less publicized trends first. An unexpected trend resulting from the proxy disclosure rules is compensation plans becoming more generic or “middle of the fairway.” As directors, we need to be careful that we don’t let compensation programs become diluted in terms of their strategic relevance because someone said it wasn’t “best practice.” Another trend most directors need to recognize is that shareholders are really tired of paying for “non performance,” especially when executives are on their way out. This is showing up in criticisms of executive severance arrangements, even sparking pressure to allow shareholders a voice in the approval of executive contracts and severance arrangements. A potential blockbuster is legislation that would require companies to submit their executive compensation programs for shareholder approval, known as “say on pay” legislation. [Click Here to Read the Entire Article] More than Half of CEOs and CIOs Point to an Insufficient Number of Staff Insufficient IT staff availability, service delivery issues and difficulty proving the value of information technology (IT) continue to plague executives at organizations around the world, according to a new report by the nonprofit, independent IT Governance Institute (ITGI). ITGI commissioned a global survey of 749 CEO-/CIO-level executives in 23 countries to determine executives№ IT governance priorities and the IT-related problems their organizations have faced. According to the IT Governance Global Status Report 2008, which is available as a complimentary download at http://www.itgi.org, 58 percent of respondents noted an insufficient number of staff, compared to 35 percent in 2005. Also, 48 percent said that IT service delivery problems remain the second most common problem, and 38 percent point to problems relating to staff with inadequate skills. Thirty percent of respondents also reported problems anticipating the return oninvestment (ROI) for IT expenditures. The study is a follow-up to ITGI№s 2003 and 2005 surveys and tracks IT governance trends over the past four years. Several important business developments relating to IT are identified in the report, including:
The bottom line is that many organizations around the world are needlessly sacrificing money, productivity and competitive advantage by not implementing effective IT governance,І said Lynn Lawton, CISA, FCA, FIIA, PIIA, FBCS CITP, international president of ITGI. іWell-governed enterprises have been shown to provide a better return to stakeholders, and the same goes for governance over information technology. Executives need to direct their IT for optimal advantage, manage IT-related risks and measure the value provided by IT. ITGI was established by ISACA in 1998 to advance international thinking and standards in directing and controlling an enterprise№s information technology. ITGI developed COBIT, now in its fourth edition, and Val IT, and offers original research and case studies to assist enterprise leaders and boards of directors in their IT governance responsibilities. ![]() March
30-April 3, 2008 April
2-4, 2008 April 16,
2008 April
27-29, 2008 April
28-30, 2008 May 1,
2008 May 5-7,
2008 May 9,
2008 May
12-14, 2008 May 15-16
May
20-23, 2008 May
27-29, 2008 May
29-31, 2008 June 5-6,
2008 June
16-17, 2008
June 18,
2008 June
18-20, 2008 June
22-24, 2008 Women on Boards, an annual panel discussion focused on providing the necessary tools and knowledge for serving as a director, holds its next event in Chicago. The program is designed for women who are interested in getting on a board or making the transition from nonprofit to corporate boards, as well as women who are currently on a board and want to network with other women board members and hear about best practices. Panelists include Maureen Beal, Michelle Collins, and Pamela Forbes Lieberman. For more information, visit For the first time in its groundbreaking studies of the top corporate compliance concerns faced by global companies, Integrity Interactive Corp. reports that anti-bribery topped the list in 2007. The full “Top 12 Corporate Ethics and Compliance Concerns” from the firm’s study released last month: 1. Anti-Bribery Requirements 2. Records Management 3. Antitrust Contact with Competitors 4. Mutual Respect 5. Privacy 6. Financial Integrity 7. Conflicts of Interest and Gifts 8. Careful Communication 9. Proper Use of Computers 10. Information Security 11. Export Controls 12. Product Safety and Liability Five concerns that appeared on the 2006 list fell off the 2007 study: Confidentiality, Insider Trading, Sarbanes-Oxley, Business Controls, and Workplace Violence. Integrity Interactive helps global corporations manage and reduce the risk of compliance failures. The complete version of the firm’s 2007 Corporate Ethics & Compliance Study is available for no charge by emailing emurphy@i2c.com. Director Resources D&O Insurance: Carpenter Moore, the wholly owned insurance brokerage subsidiary of The Nasdaq Stock Market Inc., has released its annual global Directors & Officers Liability Insurance Peer Benchmarking Report. This comprehensive analysis contains comparable data on directors and officers (D&O) insurance purchasing trends. To view the average price for the first $5 million of insurance by industry, visit http://www.nasdaq.com/newsroom/news/pr2008/2007benchmarkingsurvey.pdf. For information on how to obtain the 2007 Carpenter Moore D&O Insurance Benchmarking Report, email insurance@nasdaq.com or go to http://www.nasdaq.net and click on “Core Services” to register. Family Company Governance: Family Business Publishing Co.’s newest handbook, “The Family Business Shareholder’s Handbook,” will be released on May 15, 2008. The handbook focuses on helping active and inactive family company owners to become well-informed stakeholders and work effectively with each other. This is the 11th in a series of acclaimed handbooks. A pre-publication discount of $20 off the $95 cover price is available by emailing Barbara Wenger at bwenger@familybusinessmagazine.com or by calling 215-405-6072. Hedge Fund Activism: The Conference Board Governance Center’s Working Group on Hedge Fund Activism has released a set of proposed recommendations for public companies and institutional investors who might find themselves involved in an activism campaign mounted by hedge funds. The full set of findings and recommendations being released for public comment can be downloaded here. Any interested party is invited to comment on the preliminary report and proposed recommendation. The comment period will run until April 30, 2008. The Conference Board intends to review these comments and then issue a final report by June 2008. For further information and to submit any comments, contact the author of the report, Matteo Tonello, at 212-339-0335 or matteo.tonello@conference-board.org. All commentators will be acknowledged and will receive a hardcopy of the final report. Audit Committee Oversight: Recession-related risks, such as liquidity, access to capital, and cash management, are a top concern of audit committees in 2008, according to a survey (click here) of audit committee members attending the 4th Annual Audit Committee Issues Conference. For more information about the conference and other events and resources offered by KPMG’s Audit Committee Institute, visit http://www.auditcommitteeinstitute.com or contact ACI at 1-877-KPMG-ACI. Compensation: MullinTBG and Strategic Apex Group have released their Dow 30 report — an analysis of the compensation and benefits received by the CEOs, CFOs, and boards of directors at companies in the Dow 30, comprised of 30 of the largest and most widely held public companies in the United States. Click here for a copy of the report. Board Diversity: ION, the InterOrganization Network, just released its 2008 report finding that women are consistently underrepresented among the ranks of the top-paid executive officers in the nation’s largest public companies. Seventy-two percent of 1,161 companies in nine of the 10 U.S. regions tracked by ION had no women among their top-compensated executive positions. The report also indicates that there has been little progress in electing women to the boards of America’s largest public companies. Few companies have included enough women on their boards to fully benefit from true diversity. Click here for a copy of the 4th annual ION report, “It’s Time To Take Charge”: A Status Report on Women Directors and Executive Officers of Public Companies in 10 Regions of the United States. Global Compensation: Although multinational organizations are striving to globalize their compensation practices, less than half have predominantly global programs, according to Mercer's Global Compensation Strategy and Administration Survey. Just 45 percent of participating organizations take an almost exclusively global approach to compensation design while the majority continues to take a local approach (39 percent) or regional approach (16 percent). Click here for more insights into the survey of compensation practices. Governance Ratings: GovernanceMetrics International has just released new ratings and rating reports for its universe of 4,165 companies, including nearly 600 from emerging markets. Clients who access GMI Rating Reports over Bloomberg are now able to access GMI Rating Files directly over their Bloomberg Professional Services platform as well. The firm made these arrangements with Bloomberg to help its clients integrate governance factors into their portfolio screens, a process that GMI says is becoming increasingly mainstream. Executive Pay: Corporate directors and institutional investors disagree over whether the U.S. executive pay model is changing for the better, but both groups feel the current model has hurt corporate America’s image. These are among the findings from a new study by Watson Wyatt Worldwide. The firm’s 2008 Report on Directors’ and Investors’ Views on Executive Pay and Corporate Governance is based on a survey of two groups — 163 directors who serve on corporate boards of companies that collectively earn $1.5 trillion in annual revenue and 72 investment and pension fund managers who manage more than $5 trillion in assets. Copies of the report are available at http://www.watsonwyatt.com. Author Notes Compensation consultant DolmatConnell & Partners has launched a blog for commentary on executive pay issues. Visit http://executivecompensationissues.blogspot.com. Robert L. Dilenschneider’s book, “Power and Influence: The Rules Have Changed,” one of the top business books of 2007, now has its own website. Visit http://www.dilenschneiderpower.com for additional information about the book and insights into leadership issues. An excerpt appeared in the Fourth Quarter 2007 edition of Directors & Boards. The author is chairman of The Dilenschneider Group and a member of the Directors & Boards editorial advisory board. Dee Soder, founder of The CEO Perspective Group and a leading adviser to CEOs and senior executives, is being honored at the First Annual ABC Gala on April 14 for her support of the arts. The event, being held in Weill Recital Hall at Carnegie Hall, is under the auspices of The Alexander & Buono Competitions, an organization that helps launch the careers of students completing musical studies as well as emerging artists. Calvert President and CEO Barbara J. Krumsiek was honored by the Latino Economic Development Corporation (LEDC), a Washington, D.C.-based nonprofit group focused on helping Latinos manage the conditions that impact their financial stability. In addition to Calvert's reputation as a respected leader in providing investors with sustainable and responsible investment strategies, LEDC also considered Krumsiek's service on the board of the Calvert Social Investment Foundation, a nonprofit organization that focuses on increasing the flow of capital to underserved communities in order to foster an equitable and sustainable society. Océ Business Services Inc., a leader in document process management and electronic discovery, has been named to the top-ranked Leaders Category of the International Association of Outsourcing Professionals’ (IAOP) 2008 Global Outsourcing 100 list. Companies chosen must demonstrate excellence in categories such as size and growth, customer experience, depth and breadth of competencies, and management capabilities. Because of the rigorous application and judging process employed, The Global Outsourcing 100 defines the standard for excellence in outsourcing service delivery. James F. Reda & Associates has launched its new website at http://www.jfreda.com. On the website is helpful information on executive compensation and governance issues that companies face in today’s changing environment. The New York-based firm, an independent executive compensation and corporate governance consultant, has also opened a new office in Atlanta, led by Jack Moran with Kim Glass. The National Investor Relations Institute has elected Bina Thompson as the 2008-2009 chairman of the NIRI board of directors. Thompson is vice president, investor relations, for Colgate-Palmolive Co. She succeeds Matthew Stroud, vice president, investor relations, of Darden Restaurants Inc. At its recent annual meeting, NIRI members also elected the following four new directors: Derek Cole, vice president, investor relations, for Allos Therapeutics Inc.; Barbara Gasper, group executive and senior vice president, investor relations, of MasterCard Inc.; Nicole McIntosh, director of investor relations for Waddell & Reed Financial Inc.; and David Prichard, vice president, investor relations and corporate communications, for Corn Products International Inc. NIRI board members serve four-year terms. Hewitt Associates, a global human resources services company, has acquired New Bridge Street Consultants, one of the leading specialist compensation consultancies in the United Kingdom. The acquisition expands Hewitt’s global presence and strengthens the firm’s capability to provide compensation and benefits consulting services to thousands of organizations of all sizes around the world. Carren B. Shulman and Russell L. Reid Jr. have joined the New York office of Sheppard Mullin Richter & Hampton LLP as partners in the firm's Finance and Bankruptcy practice group. Shulman and Reid most recently practiced with Heller Ehrman in New York, where Shulman co-chaired the office's Summer Associate program and Reid chaired the New York Pro Bono committee and co-chaired the office's recruiting committee. Back to the Top Directors & Boards e-Briefing is a monthly service of Directors & Boards. All contents copyright 2008, MLR Holdings LLC. |
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