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Volume 4, Number 6 • June 2007
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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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Kurt
then teed up his own estimate: $6
trillion. I’ll
welcome your comments at jkristie@directorsandboards.com. Jim Kristie is the editor and associate publisher of Directors & Boards.
Quality Listening in the BoardroomA board member’s listening style communicates his or her leadership qualities. Are you guilty of tuning out or turning off someone who is speaking to you? By Myles Martel Based on a recent survey conducted by our firm, 80 percent of a board member’s meeting time is spent listening. Yet our research also reveals that poor listening is the most serious and common issue leaders face as communicators. Quality listening can pay numerous dividends. At a minimum, it can facilitate comprehension and create a stronger platform for board members to ask incisive questions conducive to enlightened decision making. As John Whitehead, former chairman of Goldman Sachs, has wisely counseled: “The best leaders do a lot of listening … you can’t learn anything when you’re talking.” A board member’s listening style also communicates. By listening well, the board member can not only convey interest in the issue, the person communicating, or both, but also help project such traits as self-assurance, composure, intelligence, and authority. Therefore, the adage “a leader cannot not communicate” has special pertinence in the board setting, where keen sensitivity to verbal and nonverbal cues can help board members and managers interpret reactions to those present, and, as a result, better gauge whether, when, and how to respond. [Click
Here to Read
the Entire Article]
The Devaluation of the Director Look out — Corporate America today is facing a revolution, the end game of which is management-by-referendum, the shifting of decision-making power away from the board to the shareholders. For more than a century, the corporation has been the engine driving the American economy. By allowing investors of all sizes to diversify their risk in limited-liability entities and pool their capital under professional management, the corporate form has fostered entrepreneurial risk-taking and powered unprecedented growth and productivity. One can think of the American corporation as the goose that lays the golden eggs. Today that goose is an endangered species. On a microeconomic level, we increasingly see hedge funds accumulating stakes in companies, not as traditional investors who like what they see and want a piece of it but because they do not like what they see and want to change or disassemble it. Sometimes their ideas have merit and their efforts are handsomely rewarded. In other cases, their conviction that they understand a company better than its own management and board of directors is wildly misplaced, and they wreak significant harm on the entity and its other stakeholders (even though they may secure a short-term benefit for themselves). Far more troubling, however, is the macroeconomic manifestation of this phenomenon, in which the activist community is openly seeking to shift decision-making power away from the board of directors to the shareholders (which at best refers to a small number of unelected intermediaries but in effect often means the “squeaky wheels” and special interests). [Click Here to Read the Entire Article] Owen Sullivan Chief Executive Officer Jefferson Wells
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. The Wait Is Finally Over For Small Businesses Non-accelerated filers brace themselves for SOX implementation surge. Now that the SEC has taken action to define Sarbanes-Oxley corporate governance requirements for small businesses, what can we expect in this arena? Ever since the two words – Sarbanes-Oxley – began to role off the tongues of those in corporate America, small businesses have been bracing themselves for the anticipated sleepless nights and onslaught of headaches due to corporate governance guidelines. After three years of delays and what appeared to be some mercy given to smaller companies, these businesses are now finding out the true impact of this legislation. On May 23, 2007, the Securities and Exchange Commission (SEC) voted to publish guidance for management on the evaluation of internal controls over financial reporting. The intention behind these new guidelines is to streamline implementation of Section 404 of the Sarbanes-Oxley Act by offering guidance on Management's Assessment, thus eliminating deferral by management to PCAOB Auditing Standard No. 2 (AS2) as the de-facto rule for implementation. The SEC's regulatory efforts are also intended to enhance investor protections and strengthen the U.S. financial markets while reducing the cost of compliance. Subsequently on Thursday, May 24, 2007, PCAOB issued a new auditing standard - Auditing Standard No. 5 (AS5) - to replace the existing AS2. This new guideline provides guidance for external auditors allowing for improved audit efficiency, a more focused, risk-based and scalable approach for opining on internal controls over financial reporting. Simply stated, the new standard focuses the audit of internal control over financial reporting on a risk-based approach that retains the old standard’s core principles, while reducing implementation costs. While these provisions do not create a separate standard for smaller companies, AS5 does explicitly require the auditor to tailor the nature, extent and timing of testing to meet the unique characteristics of less complex entities. The standard identifies the unique characteristics of less complex companies and operations and identifies six areas where those characteristics impact the competent evidence required by the auditor in reaching their conclusion. The auditor should evaluate the complexity of the company or operation and that evaluation should have a “pervasive effect on the audit.” [Click Here to Read the Entire Article] New study finds U.S. workplaces at risk for reduced worker productivity and scandal. Three in four Americans working full time encounter ethical lapses in the workplace; more than one in three have been distracted by them; and one in 10 believe a current issue at their company could cause a scandal or business disruption if it becomes known, according to new research from LRN. The LRN Ethics Study on Workplace Productivity is the latest in a series of omnibus research studies from LRN. This study begins to show the connection between ethical conduct and productivity in the workplace. Key findings include:
The LRN Ethics Study was conducted from December 14-18, 2006 and January 4-8, 2007. The methodology used to collect survey responses involved asking a series of questions on the CARAVAN omnibus surveys from Opinion Research Corporation (ORC). Results are based on telephone interviews conducted among a sample of 1,946 adults (1,151 men and 795 women), ages 18 and older who are employed full time. Interviews were weighted to ensure reliable and accurate representation of the total adult population. The margin of error at a 95 percent confidence level is plus or minus 3.4 percentage points. A more detailed view of the survey is available by e-mailing: LRNEthicsStudy@LRN.com. LRN is dedicated to assisting its clients with developing ethical, sustainable and profitable cultures through a combination of robust education and management solutions, in-depth research and analysis and best practice advice and knowledge sharing. Founded in 1993, the company has reached more than 10 million employees, operating in more than 120 countries around the world. Headquartered in Los Angeles, LRN also maintains offices in New York and London. More information is available at http://www.lrn.com. June 3-6,
2007 June 6-7,
2007 June 7,
2007 June 13,
2007 June
14-15, 2007 June
14-15, 2007 June
19-20, 2007 June
21-22, 2007 June
21-24, 2007 June
24-26, 2007 June
24-26, 2007 June
26-27, 2007 June
26-28, 2007 June
27-29, 2007 July
15-18, 2007 July 18,
2007 August
22-24, 2007 October
15, 2007 Back to the Top CEO Turnover Remains High at World’s Largest Companies Booz Allen released findings of its annual CEO turnover study, which analyzes CEO departures at the world’s largest 2,500 publicly traded corporations and the links between CEO tenure and corporate performance. Among this year’s findings:
New Leadership at National Association of Corporate Directors The National Association of Corporate Directors , the U.S.-based membership nonprofit organization for board directors, announced on April 30 that Kenneth Daly has been appointed president and CEO. Daly previously served as executive director for KPMG's Audit Committee Institute. He succeeds Roger W. Raber, whose retirement was announced in August 2006. Raber will pursue board service and teaching opportunities. “Ken has significant experience working directly with boards in multiple areas of risk oversight and in growing a mission-based organization with tangible benefits for directors. He has earned tremendous respect within the corporate governance community," said Robert E. Hallagan, chairman of the board of NACD. "In addition, none of this would have been possible without the leadership over the past eight years of Roger Raber. Under Roger's tenure NACD membership grew three-fold, and he helped set the platform for improved corporate governance." Prior to leading KPMG's ACI, Daly spent more than 30 years at KPMG. First admitted to the partnership in 1978, he gained years of experience as an audit engagement partner and later held significant leadership roles within the firm, including partner-in-charge for KPMG's National Risk Management Practice and a member of the firm-wide national leadership team on Audit and Risk Advisory Services. Director Resources Governance Principles, Updated: Tying in with the five-year anniversary of the passage of the Sarbanes-Oxley Act, Paul Lapides, co-founder and director of the Corporate Governance Center at Kennesaw State University, and several of his governance colleagues at Kennesaw and other universities, have issued 21st Century Governance and Financial Reporting Principles — 17 principles to promote the interests of investors, stakeholders, and financial statement users. “We believe that the revised Governance Principles and the new Audit Committee Principles should be considered by directors, boards, and regulators addressing current and future reforms,” Lapides says. Click here for a copy of this set of Principles. Audit Committee Guidance: The Institute of Internal Auditors has issued The Audit Committee: A Holistic View of Risk, a brochure that provides perspectives on enterprise risk management (ERM) and clarifies the value internal auditing brings to the ERM process. Click here for a PDF copy of the brochure. New Report on Financial Institutions: The Debevoise & Plimpton law firm has begun publishing the Debevoise & Plimpton Financial Institutions Report, an analysis of U.S. and international developments affecting insurance and financial institutions. The inaugural issue of the Report was written by members of the firm’s New York, London and Hong Kong Financial Institutions Group. For more information on the Report, email financialinstitutions@debevoise.com. Global D&O Coverage: In response to changes in insurance regulations and more stringent corporate governance requirements worldwide, the Chubb Group of Insurance Companies has introduced a Difference in Limits/Difference in Conditions (DIL/DIC) Multinational Directors and Officers Liability form. Available to U.S. corporations that have purchased a Chubb D&O policy, the form can provide excess coverage and bring local D&O policies up to U.S. coverage levels, where permitted by law. “As more companies expand their operations outside the United States, their exposure to a directors and officers liability lawsuit may increase. These companies may find it challenging to comply with the varying insurance laws in each country,” said Jim Bronner, senior vice president, Chubb & Son, and chief underwriting officer for Chubb Specialty Insurance. “Our new D&O form supports Chubb’s long-standing commitment to fulfilling multinational customers’ needs in both the traditional property and casualty as well as specialty insurance arenas.” Author Notes ![]() Norman Augustine (second from left) is pictured at the gala dinner when he was presented the Bower Award for Business Leadership, an honor bestowed by the Franklin Institute Science Museum in Philadelphia. The retired chairman of Lockheed Martin Corp. was recognized for his leadership of the company and his extensive public service focused on U.S. science and technical leadership. He is pictured with three of the event's organizers: (l. to r.) Hilarie Morgan, Gary Anderson and Grete Greenacre. Augustine is a member of the editorial advisory board of Directors & Boards. Photo by Joyce E. Santora, Main Line Life. Pearl Meyer & Partners, a national independent compensation consultancy, has named David N. Swinford as president and chief executive officer. He succeeds Joseph R. Rich, who has been appointed chairman of the firm. Rich will continue to take an active leadership role as a member of the firm's executive committee. Swinford, who joined the firm in 1998, most recently served as head of the New York office. He has 30 years of experience as a compensation consultant and holds B.S., M.S. and J.D. degrees from the University of Wisconsin. Prior to joining Pearl Meyer & Partners, he held management and practice leadership positions at William M. Mercer and Towers Perrin, as well as previous positions at Sibson & Company and Harris Corp. AlixPartners, the international corporate turnaround, performance improvement and financial advisory firm has appointed four new directors: Sean Renshaw in the Chicago office, Randy Johnson in the Dallas office, Ketav Shah in the New York office, and James Latham in the Southfield, Mich., office. Michael Faraci, a litigation discovery expert, joins the firm as a managing director in its growing electronic discovery practice and will be based in the New York office. George Stamboulidis has been appointed as the outside independent monitor of Mellon Bank as a result of an agreement reached between the Department of Justice and the bank in August 2006. Currently the head of the White Collar Practice Group at national law firm Baker Hostetler. Stamboulidis is a former prosecutor and head of the Long Island Division of the U.S. Attorney’s office, where he prosecuted a number of high-profile cases, including the prosecution of Genovese crime boss Vincent “the Chin” Gigante. He also served as the monitor for Merrill Lynch in that company’s settlement with the DOJ regarding its involvement in Enron. His article on “Dos and Don’ts for Board Investigations” will appear in the Third Quarter 2007 edition of Directors & Boards. Crowe Chizek and Company LLC has named Joe Santucci managing executive of Crowe’s Performance business unit. Santucci has been with Crowe for nearly 20 years. Stuart Miller, CPA, has been named executive-in-charge of Crowe’s not-for-profit services. He has more than 20 years of audit and business advisory experience in the public sector, specializing in higher education, membership associations, religious organizations, private foundations, social service agencies and other not-for-profit organizations. Crowe, which was founded in 1942, provides innovative business solutions in the areas of assurance, benefit plan services, financial advisory, forensic services, performance services, risk consulting and tax consulting. James F. Reda & Associates LLC, an executive compensation and corporate governance services consulting firm, has added John F. (Jack) Moran Jr. as managing director and Kimberly A. Glass as senior consultant. Moran has 20 years of experience in the executive compensation field. He is a former principal in Hewitt Associates’ Consulting Group. Glass has 10 years of experience in the field and formerly worked in Hewitt’s Southeast Consulting Group. Mercer Delta Organizational Consulting is joining with Mercer Management Consulting and Mercer Oliver Wyman under the name Oliver Wyman, creating one of the world’s leading management consultancies. The Mercer brand will stay with Mercer Human Resource Consulting, which continues its operations as the world’s largest HR consulting firm. Back to the Top Directors & Boards e-Briefing is a monthly service of Directors & Boards. All contents copyright 2007, MLR Holdings LLC. |
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