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Volume 3, Number 6 • June 2006
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James Kristie Lisa
Cody David Shaw Scott Chase Barbara Wenger Jerri Smith 1845 Walnut Street
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tell us in this month’s question. A big thank you to everyone who registered for and attended our first Directors & Boards webcast: "ERISA and Directors: What You Don’t Know Will Hurt You." Our speakers were: Wayne Miller, President, Denali
Fiduciary Management You can
view a replay of the webcast and download the slides by clicking here. And thank you to our sponsors, Denali
Fiduciary Management, Greenberg Traurig LLP and Heidrick &
Struggles. We'll be conducting more webcasts in
the future. Jim
Kristie is the editor and
associate publisher of Directors
& Boards.
Peer
Evaluation: Take the PlungeYes, it’s sensitive, but the practice can provide great value to individual directors and the board as a whole. By Robert C. Muschewske Competing considerations make the decision to exit the SEC reporting system a difficult one for the board. Today, approximately 9,000 companies file quarterly and annual reports with the SEC. Roughly 40% of these companies report annual revenues of less than $50 million. Dramatically increased compliance responsibilities, a more active enforcement agenda at the SEC and other government agencies, risks of stockholder litigation, and increased risks of personal liability complicate directors’ already complex and demanding duties. In addition, the out-of-pocket and other costs of being a public company, which already are significant, are continuing to grow, especially for smaller companies. The burden of these costs may force them to cut back on areas -- such as research and development, expansion, and even dividends -- that produce direct benefits to their stockholders. Factor in the time and effort that managers must devote to meeting stockholders’ short-term expectations, and it is not surprising that many companies are looking for exits from the regulatory burdens imposed by the SEC and the SROs (NYSE, Nasdaq, and now Archipelago). One exit that many companies are seriously considering is “going dark.” [Click Here to Read the Entire Article] B. Kenneth West
Editor's note: B. Kenneth West
passed away recently. In his honor, we present an appreciation by
Don Delves and a brief piece by Ken from a past issue of Directors & Boards. Remembering Ken West – In Gratitude and Deep Respect By Don Delves The corporate governance community lost one of its finest members with the recent passing of Ken West. As long-time Chairman of the NACD, Governance Consultant to TIAA-CREF, and board member, Ken fostered a tremendous amount of positive change in the operation and effectiveness of countless boards. He worked quietly, behind the scenes, gently wielding a big stick and systematically persuading wayward boards to adopt better practices. He did so as a gentleman and veteran business leader, talking to other business leaders about how they might operate with greater integrity and higher standards. Ken used his position as an extraordinarily well-liked and well-respected member of the director community to challenge that community--our community--to recognize our shortcomings and to be our best. He was also a mentor and advisor, encouraging many of us to take thoughtful, measured and sometimes risky stands for changes we thought were in the best interests of company and shareholders. We will miss Ken for his candor, his courage and his friendship. Some Scenarios for Change...and a Wild Card By B. Kenneth West The corporate governance landscape has clearly changed for the better in the last quarter century. Led by institutional investors and (to a not inconsiderable extent) corporate gadflies, corporate boards have become more aware of and responsive to the concerns and rights of shareholders. How will the landscape change in the next 25 years? Here are some possibilities, some more certain than others: [Click Here to Read the Entire Article] Booz Allen Hamilton Study Finds Governance ''Wave'' Led to Increased Ouster of Longstanding Underperforming CEOs Global CEO departures reached record levels for the second year in a row, and may be peaking, according to the fifth annual survey of CEO turnover at the world's 2,500 largest publicly traded corporations by strategy and technology consulting firm Booz Allen Hamilton. The study also found that performance-related turnover set a new record in North America, and merger-driven successions were at their highest level globally of any year other than 2000. Among the findings: Globally, 15.3% of chief executives at the world's 2,500 largest public companies left office in 2005, a 4.1% increase from 2004, and 70% higher than 10 years before. One-third of global CEO successions were performance-related, defined as where the CEO was forced to resign because of either poor performance or disagreements with the board. From 1995 to 2005, the departure of underperformers quadrupled. As a result, only 51% of outgoing CEOs globally left office voluntarily, with successions resulting from mergers comprising the difference. Overall merger-driven turnover, reflecting the continuation of a new, robust cycle in M&A activity, was at its highest level globally of any year other than 2000, accounting for one in six of this year's departing CEOs. More than half of these departing CEOs moved on to a new company, into consulting, or retired. However, half of the survivors stayed on in a substantive operational role, while the rest served on the board of directors or as an internal consultant during the transition. The study's results reveal that governance reforms are working. They are leading boards of directors to become more responsive to shareholder and regulatory pressure, and to be more proactive in ousting underperforming CEOs. "We believe the current annual rate of CEO turnover is the 'new normal'," notes Paul Kocourek, a Senior Vice President of Booz Allen Hamilton. "Today's typical CEO knows that he will remain in office only as long as performance for investors is acceptable. The CEO's insider allies are typically gone, or less powerful. No longer can a CEO expect to prolong his career by managing the board." The study provides insights on the effectiveness of the most popular CEO recruitment practices, revealing that one oft-employed strategy, hiring CEOs with prior Chief Executive experience, has been increasing. However, as the study found, these "repeat CEOs" perform no better than new, previously untested CEOs. "The message to boards is that the presumed benefits of previous experience as a CEO are a mirage," said Kocourek. "Chief executives are better served by experience in their own company, in the industry, or with the types of challenges confronting the company." "Repeat chiefs" are increasingly common. More than one in eight of the CEOs who left office this year had previously served as leader of another company; increasingly, active CEOs are moving directly from one large company to another. But "repeat chiefs" perform no better than new, untested CEOs. This pattern has been the same in seven of the eight years Booz Allen has studied. "The challenge of leading an unfamiliar organization evidently more than offsets the benefits of having led a publicly traded company in the past," said Kocourek. Outsider CEOs flame, then fizzle. During their first two years in office, CEOs brought in from outside the company produce returns for investors that are nearly four times better than those achieved by insiders. But when the tenure grows longer, insider CEOs tend to do much better. "Companies that hire outsiders should follow a 'five-year rule,' seeking a new CEO before performance declines," said Kocourek. Hiring outsider CEOs often backfires for troubled companies. Looking back at the careers of the "class of 2005," those who had been hired from the outside had taken charge of companies with, on average, far worse performance records than those who had been promoted from within. In North America, for example, 29% of troubled companies had hired an outsider in the prior two years, compared with only 6% of companies with positive performance records. Nonchairman CEOs are now the best performers. Of CEOs who left office in 2005, those who never served as chairman of their companies outperformed those who served in the dual role of chairman and chief. In North America over the last three years, departing nonchairman CEOs had produced shareholder returns three times as high as those of CEO/chairmen. The former CEO should not remain as chairman. CEOs who serve in the "apprenticeship model," in which the chairman is their predecessor, generally do poorly. For example, in Europe over the last four years, "apprentice" CEOs produced annual shareholder returns five percentage points lower than the returns achieved by departing CEOs who had the advantage of working with a separate and independent chairman. Methodology Booz Allen studied the 383 CEOs of the world's largest 2,500 publicly traded corporations defined by market capitalization who left office in 2005, and evaluated both the performance of their companies and the events surrounding their departures. To provide historical context, Booz Allen evaluated and compared this data to information on CEO departures for 1995, 1998, 2000, 2001, 2002, 2003 and 2004. For more information, visit http://www.boozallen.com.
June 6,
2006 June 7-8,
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2-3, 2006 The 2006 University of Delaware Directors' College will convene at the university's John M. Clayton Hall Conference Center in Newark, Del. Topics to be tackled include: How can directors effectively oversee executive compensation? How do your board activities compare to others? Where will the regulators focus next? And, what can directors do to protect themselves legally? The program is hosted by PricewaterhouseCoopers and the University's Lerner College of Business and Weinberg Center for Corporate Governance. To learn more about the program, visit this site. Directors & Boards' next Boardroom Briefing takes an in-depth look at how technology is affecting the way boards communicate. The Wired Board features new research on how directorsa use technology now, as well as a variety of articles and thought-leadership pieces. The Wired Board will mail later this month. To see and download our past Boardroom Briefings, click here. Avian Flu Epidemic: How Prepared Are You? An avian flu pandemic, which would unleash disaster across many areas of the world, requires global, holistic planning by companies, according to a new report from The Conference Board, the global research and business membership group. Companies failing to create detailed crisis management and business continuity plans are likely to find themselves at peril. The avian flu virus, which has spread rapidly in wild-bird and fowl populations through Asia, Europe and Africa, has killed about half the people who have contracted the virus from birds. While the timing and severity of a worldwide pandemic are difficult to predict, the report warns that “to gamble that it won’t happen or its impact will be minimal could prove catastrophic for businesses.” Responding to a flu pandemic requires a different kind of business response than natural disasters and other crises. “Unlike most business continuity planning efforts, coping with a pandemic requires a more holistic response,” says Ellen Hexter, Director of The Conference Board Integrated Risk Management Program and author of the report. “Most crisis management and business continuity plans are built on the expectation of loss of infrastructure or data, for example. An avian flu pandemic would be nearly the opposite, impacting the workforce in one’s own company and throughout the supply chain.” For more information on avian flu preparedness, click here for additional insights from the Conference Board report, or visit http://www.conference-board.org/knowledge/resources/resource_avianFlu.cfm. KPMG Offers a New Resource for Audit Committees To help keep up with the latest news and trends affecting audit committee members and corporate officers of global organizations, KPMG produces Audit Committee Insights, a biweekly e-mail alert. The U.S. edition has been published for nearly two years and reaches 12,000 readers every two weeks. Now there is a new edition, with content sourced from KPMG member firms in Canada, Great Britain, Brazil, India, and several other countries. There is no cost for either edition. To see a sample of the new international edition, click here. http://www.kpmginsights.com/images/aci/ACI_International_Example.htm To register for a free subscription to the new international edition or for the U.S. edition, click here. http://www.kpmginsights.com/registration/registration.asp?fromWhere=2 New Edition Published of a Popular Governance Guide Perkins Coie today announced the release of the third edition of its popular guide to corporate governance issues, "The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives." The book provides an overview of important legal matters relevant to directors and executives at public companies. Easily accessible, even for those who do not have a legal background, it provides information and practical guidance on regulatory issues in plain language. This 329-page soft-cover book includes graphics and highlighted tips throughout for easier reading. Some of the issues covered in the book include Sarbanes-Oxley, what it means to be a public company, reporting obligations, insider trading restrictions, annual reports, and NYSE listing standards. The book was printed and published by Bowne & Co., and is part of Bowne's SecuritiesConnect Library. Complimentary soft copies of The Public Company Handbook (Third Edition) can be downloaded or hard copies can be requested at http://www.bowne.com/bsc. Perkins Coie serves companies ranging in size from the Fortune 100 to startups. The firm has more than 600 attorneys in 14 offices across the United States and in China, and has historically represented market leaders in traditional and cutting-edge technology industries. Enhanced Resource for Nonprofit Governance Info BoardSource, a source for nonprofit governance information, unveiled its new Web site at http://www.boardsource.org. Among the features the new Web site offers include more than 1,000 pages of content, including solutions to common board challenges, briefings on board member roles and responsibilities, overviews of new thinking in the field of governance, and updates on transparency and accountability issues. A full-service online bookstore offers more than 90 books, online tools, and DVDs. ISS Ratings Now Available from Bloomberg Institutional Shareholder Services’ (ISS) corporate governance ratings are now accessible via the Bloomberg Professional service. Bloomberg users will be able to access free of charge ISS' Corporate Governance Quotient (CGQ) Index score, CGQ Industry score, board, audit, compensation, and takeover defense sub-scores and six months of historical data for all 8,000 companies in the database. Initially launched in June 2002, ISS' CGQ was designed to assist institutional investors in evaluating the quality of corporate boards and the impact governance practices may have on portfolio performance. NACD Releases Compensation Report The National Association of Corporate Directors has released its 2006 NACD Director Compensation Report for directors and boards to use in benchmarking their own pay practices by company revenue, industry, and key committee. The report is available for purchase at http://www.nacdonline.org. NACD members may also download a complimentary electronic copy of the report. Based on 2005 data and analysis from the compensation consulting firm of Pearl Meyer & Partners, the report provides timely information for boards as they re-evaluate their pay plans in the context of increased director responsibilities. Benchmarking data is provided in four revenue categories ranging from $50 million up to $9 billion. Data from each category is also compared with the Top 200 companies, defined as the 200 largest U.S. industrial and service corporations whose director pay practices are tracked annually by Pearl Meyer & Partners. New Resource for Troubled Companies Grant Thornton LLP (http://www.grantthornton.com) has launched a Recovery and Reorganization services practice that will provide professional services to underperforming and financially troubled businesses and their stakeholders. The firm named nationally recognized reorganization industry professionals Marti Kopacz and Loretta Cross to lead the practice. Kopacz and Cross have worked together for more than 10 years, and each brings more than two decades of experience in the reorganization industry. “Our new Recovery and Reorganization practice will allow us to take a leadership role in this highly fragmented industry, says Grant Thornton CEO Ed Nusbaum. “This new service line makes a strong addition to our firm’s existing Specialist Financial Services offerings and represents an eagerly anticipated first step in building a comprehensive national presence that complements our international depth in recovery and reorganization expertise.” Author Notes Robert M. Price, former CEO of Control Data Corp., was presented with the Ellis Island Medal of Honor in May. Awarded annually to outstanding American citizens from all walks of life who have distinguished themselves through their significant contributions to this country, the Ellis Island Medal of Honor is ranked among the nation's most prestigious awards. Directors & Boards will publish an excerpt from Price’s recently published book from Yale University Press, "The Eye for Innovation: Recognizing Possibilities and Managing the Creative Enterprise," in the Third Quarter edition which will be mailed in July. Price (http://bobprice.net) is also the founder and chairman of The National Center for Social Entrepreneurs. AlixPartners is serving as the restructuring adviser to Silicon Graphics Inc., which filed for Chapter 11 in May. Silicon Graphics is a leader in high-performance computing. AlixPartners, whose principals have authored a number of advisories on crisis management for Directors & Boards, also has opened a Paris office, initially with a team of 15 people and managed by Yahya Daraaoui, Eric Bernardini, and Laurent Petizon. Ben Dattner of Dattner Consulting (http://dattnerconsulting.com) hosted a conference call on “How to Deal with a Narcissistic Boss from Hell.” In the call he explored the impact such executives have on decision making, communication and feedback, team dynamics, organizational culture, motivation and incentives, and retention and succession planning. Proactive strategies for how to deal with a narcissistic boss were also provided. Dr. Dattner reviewed the book, "The Productive Narcissist," by Michael Macoby, in the Third Quarter 2003 issue of Directors & Boards. Dorothy Adams, head of Capital Value (http://www.capitalval.com), was a guest on an Internet radio broadcast that dealt with “What’s Working Now,” the findings from her extensive research on boards of private equity-backed companies and how these companies are and should be governed. Adams authored “An Inside Peek at PE-Backed Companies” for the Fourth Quarter 2005 D&B. Back to the Top Directors & Boards e-Briefing is a monthly service of Directors & Boards. All contents copyright 2006, MLR Holdings LLC. |
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