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Volume 4, Number 5 • May 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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I’ll
welcome your comments at jkristie@directorsandboards.com. **** M&A Survey Jim Kristie is the editor and associate publisher of Directors & Boards.
‘Life Is Not a Dress Rehearsal’Advice to those on the launching pad: ‘Go for it.’ By Norman R. Augustine Ed Note: In recognition that May and June are the prime months for commencement addresses, the following article is adapted from Mr. Augustine’s remarks to the 2006 graduation class of Drexel University in Philadelphia, during ceremonies in which he was awarded an honorary degree. To receive a degree from Drexel University is a great honor indeed. In fact, one of my predecessors as CEO of Martin Marietta Corp. received his undergraduate degree at this remarkable institution, as did many other of my colleagues. Nonetheless, I am acutely aware of the difference between the degree I am grateful to have just received and the degrees that will soon be conferred upon each of you — yours being known in the world of academia as earned degrees! As Neil Simon once remarked, “Would you let an honorary mechanic work on your brand new Mercedes?” The commentary that was offered about my career was exceedingly generous. But among those who would perhaps take a somewhat different perspective is Mr. Laurence Peter, progenitor of the renowned “Peter Principle.” Shortly after I published my first book, I received a letter from Mr. Peter — whom I have never met, but whose letter I treasure. He stated that he had been studying my career and that I had undermined his entire life’s work: I had, he asserted, risen not one, but two, levels above my level of competence! [Click
Here to Read
the Entire Article]
From the Outside Looking In Checklist-ism won’t tell you what you might really need to know about a board. At a February 8 New York Society of Security Analysts corporate governance conference, Holly Gregory of law firm Weil, Gotshal & Manges voiced the important question, “How do we judge a board’s effectiveness?” Let us first of all recognize numerous sub-questions inherently involved: — What does “effectiveness” mean? — Over what time frame is it to be measured and evaluated? — What criteria should be used? — Who sets them? — Who does the evaluating and judging? — Is that judging to be wholly internal, wholly external, or something else? That is, should evaluation be made by 1) directors of their colleagues, 2) ratings services types, 3) the editor of Business Week, 4) the editor of Directors & Boards, 5) majority vote of hedge fund managers (like the popular vote of baseball fans in past All-Star selections), or 6) others? Consider just a small portion of the difficulties: Can “effectiveness” be equated, more or less, to a board’s thoughtfully and carefully hiring the right CEO for the job? (Many do believe that selecting an appropriate CEO is the board’s most important responsibility.) But, because experience shows that CEOs who appear “right” on paper often fail, how do we know until after the fact whether the board’s decision was correct? Should we perhaps say that an effective board is one that timely fires the wrong CEO? Or, is an effective board one that gets the stock price up, and an ineffective board one where the stock price languishes? After all, isn’t the lodestar for good governance supposed to be “value creation for shareholders,” and what is a high stock price but value creation? [Click Here to Read the Entire Article] Barbara A. Klein Senior VP and CFO CDW
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 is your opinion on the recent U.S. Chamber report that calls for public companies to stop issuing earnings guidance? The study suggests that if companies stop issuing earnings guidance, they will place a greater emphasis on long-term value creation, since they will be less pressured to meet short-term earnings targets. This, in turn, should benefit investors and further the interests of the U.S. economy. The relationship between earnings guidance and the market’s short-term focus has been a popular topic for several years. In thinking about the market as a whole, the investment community is particularly driven by short-term results, as many portfolio managers and sell-side analysts-and their clients-are focused on quarterly performance. Even if earnings guidance was a thing of the past, investors might still measure a company’s results based on the sell-side analysts’ consensus estimates and the media may continue to report whether a company “beat” or “missed” the consensus. The goals of the study are good and companies should focus on long-term valuation. But whether companies provide guidance or other pertinent information on their business, the market will still be focused on quarterly results. Breaking the short-term cycle focus would require cooperation from all market participants. [Click Here to Read the Entire Article] Few give stock options a second look The 2007 Oversight Systems Financial Executive Report on Sarbanes-Oxley, an annual survey of 168 financial executives, identifies improved management of year-three compliance costs and a positive jump in shareholder value. Now in its third year, the cost of implementing SOX regulations is coming under control. When comparing 2006 SOX costs with 2005 figures, financial executives report spending less. Compared to year-one spending: • Nine percent of executives report spending an equal or greater amount on 2006 SOX compliance (17 percent in 2005) • Twenty-nine percent of executive report spending less than half of first-year costs in 2006 (19 percent in 2005) Financial executives are divided on what they feel the new political majority means to SOX regulations, 30 percent think a Democratic Congress will seek to expand or strengthen market regulations such as SOX and 27 percent believe Congress will reduce and weaken such regulations. Another 27 percent believe the new Congress will usher in more vigorous enforcement by the SEC and PCAOB, while 16 percent feel that less vigorous enforcement is on the horizon. Today, more than five years after Enron filed for bankruptcy, many companies still feel the fallout of the accounting scandals that rocked the early 21st Century. Nearly all financial executives (90 percent) report a cultural change among U.S. business leaders toward institutional integrity and fraud prevention as a result of these scandals. The outlook among executives about this change, though, is divided 31 percent perceive a vigilant change that will remain for the foreseeable future, 30 percent feel the interest will fade over the next five years, and 29 percent feel vigilance and interest by corporate leaders has already begun to fade. Likewise respondents’ attitudes toward the benefits of SOX compliance indicate a fading level of interest compared to previous years. Although when asked the benefits of SOX compliance, 68 percent report that it ensured the accountability of individuals involved in financial reports and operations while all other factors lost support as compared to the 2006 study. The SOX benefit with the biggest drop was strengthening investors’ view of a company, garnering just 16 percent support down 10 percent from last year. Investment Picture Financial executives report only small increases in the amount of time auditors spend reviewing stock options as compared to one year ago. Of financial executives whose companies have stock options, 38 percent report no increase in the amount of time spent auditing and 47 percent report a 30 percent or less increase in time spent auditing stock options. In 2007 financial executives report a significant increase in the positive impact SOX compliance has on shareholder value. Four in ten executives (41 percent) report that SOX boosts shareholder value by building overall confidence in the market. Additional findings include: • 37 percent report SOX increased shareholder value because investors know their company is operating ethically (27 percent in 2005) • 30 percent report SOX created a cost burden that suppresses stock value (37 percent in 2005) Board involvement is also apparent among companies. Nearly three-quarters of executives (72 percent) report their Board is actively involved in company management with 19 percent reporting the Board to be highly active. Nearly two-thirds of financial executives (64 percent) see merits in using continuous monitoring as a detective tool in SOX compliance. Additionally, 58 percent feel it can serve as a preventative tool, 50 percent think it can facilitate management’s assessment of risk and help test the effectiveness of other controls, and 42 percent believe it can be used as a compensating or mitigating control. To download the complete survey report visit http://www.oversightsystems.com/knowledge/oversight_research.php. May 4,
2007 May 5,
2007 May 9-10,
2007 May 10,
2007 May
14-17, 2007 May 22,
2007 May 22,
2007 June 3-6,
2007 June 6-7,
2007 June 7,
2007 June
14-15, 2007 June
19-20, 2007 June
21-22, 2007 June
21-24, 2007 Stanford Law School conducts its 13th Annual Directors' College, which brings together leading CEOs, directors, jurists, scholars and regulators for a rigorous examination of corporate governance. Among the keynote speakers will be Paul Otellini, president and CEO of Intel; former Rep. Michael Oxley; Linda Chatman Thomas, director of the SEC's Division of Enforcement; Patricia Dunn, former chair of Hewlett-Packard; Justice Jack Jacobs of the Delaware Supreme Court; and Charles Munger, vice chairman of Berkshire Hathaway. Visit June 24-26, 2007 Harvard Business School's Corporate Governance Series presents "Audit Committees in a New Era of Governance," a program that will prepare audit committee chairs and members, as well as the CFOs working with them, to operate successfully amid new regulations and emerging governance trends. Faculty chair is HBS Professor Jay Lorsch, and the program will be held on the HBS campus. For further information, call 1-800-HBS-5577 or visit June
26-27, 2007 June
26-28, 2007 June
27-29, 2007 July
15-18, 2007 Business Roundtable Institute for Corporate Ethics hosts the Senior Leadership Team Ethics Seminar, a forum for senior executives to share best practices and best thinking regarding ethics. Held in Washington, D.C., the half-day session is led by the Institute's instructors who are faculty at top business schools. This program is for chief ethics officers, chief financial officers, and other C-level executives, as well as vice presidents, general counsels, corporate secretaries, and members of the board of directors. Issues addressed include how to: build and strengthen an ethical culture; develop a strategic, enterprise approach to ethics; foster trust among your firm's stakeholders; and identify issues your firm is likely to face in the next 5-10 years. More information can be found at: Back to the Top Big Comp Study Numbers Are Out: No ‘Eye Popping’ Necessary The long-awaited total compensation numbers are in, disclosed last month for the first time this year: According to the Mercer Human Resource Consulting 2006 CEO Compensation Survey, total compensation (total direct compensation plus benefits and perquisites) “is not as eye-popping as expected.” Mercer reports a median total of $8.2 million. While the median change in CEO total direct compensation (salary, bonus, and long-term incentives) was 8.9%, corporate net income increased by 14.4%, up from 13% in 2005, and total shareholder return was 15.1%, more than double the 6.8% return in 2005. Companies heard the message that pay has to be linked to performance: Over half of the companies granted performance shares – shares that are earned only if performance goals are met – according to the Mercer 350 study. Click here for a company release that provides additional survey findings along with several tables of data breakouts. Continued Softening of the D&O Market Public and private companies -- more than 66% of respondents -- have received a record number of inquiries from potential board members who are concerned about their current directors and officers (D&O) liability insurance, an increase of 16% from 2005, according to the D&O Liability 2006 Survey on Insurance Purchasing and Claims Trends conducted by Towers Perrin (http://www.towersperrin.com). Towers Perrin’s D&O liability insurance average premium index dropped 18% in 2006 after dropping 9% in 2005 and 10% in 2004. But while the downward change in premiums points toward a softening market, nearly the same percentage of companies experienced a premium increase (36%) as those that had a decrease (38%). Furthermore, changes in premiums varied substantially across organizations. Repeat public company participants with assets less than $6 million reported a 21% reduction, compared to a 4% reduction for public companies with assets greater than $10 billion. For the first time Towers Perrin is offering the 2006 Directors and Officers Liability Survey free of charge to all interested parties. Click here for a copy. Director Resources Earnings Template: The CFA Centre for Financial Market Integrity (http://www.cfainstitute.org/cfacentre) and the Business Roundtable Institute for Corporate Ethics (http://www.corporate-ethics.org) jointly called on companies to improve the quality and clarity of quarterly earnings announcements by adopting a standard template for reporting quarterly earnings information. The full report, Apples to Apples — A Standard Template for Reporting Quarterly Earnings, which includes a sample earnings report reflecting the recommendations of the standard template and an executive summary, are available online at http://www.corporate-ethics.org/pdf/earnings_release_template.pdf. Political Spending Oversight: Faulting S&P 100 companies for weak regulation of their political spending, The Center for Political Accountability (CPA) called for the adoption of a strong 11-point model code of conduct to protect companies and their shareholders. The CPA is leading a nationwide shareholder initiative to bring transparency and accountability to corporate political spending. The CPA report, entitled Open Windows: How Company Codes of Conduct Regulate Political Spending and A Model Code to Protect Company Interests and Shareholder Value, found that the codes of conduct of most S&P 100 companies handled political spending in “a weak and cursory manner.” According to the study, none of the companies surveyed included comprehensive policies in their codes to ensure broad political transparency and accountability and ethical political behavior. The report can be viewed on the CPA website at http://www.politicalaccountability.net. Litigation Survival Guide: Fulbright & Jaworski litigator Robert Dawson has authored a comprehensive business litigation survival guide, How to Win (& Survive) A Lawsuit. The new book shows business owners, entrepreneurs, and corporate executives not only how to prevail in litigation, but how to be active and empowered participants and live to tell the tale. Dawson, a longtime litigation partner in the Los Angeles office of Fulbright & Jaworski LLP (http://www.fulbright.com), saw a pressing need for a litigation resource guide. He notes that in the most recent Fulbright annual U.S. Litigation Trends Survey, 94% of U.S. counsel participating reported that their companies have had a suit, 89% of them in 2005/2006. His book is published by Arbor Books (2007) and is available online at http://www.amazon.com and http://www.barnesandnoble.com. IT Outsourcing Guidance: Trends in information technology (IT) outsourcing have prompted The Institute of Internal Auditors (IIA) to focus its seventh Global Technology Audit Guide® (GTAG®) on this topic. Written in straightforward business language, GTAG 7 will help C-level executives and boards of directors understand various risks when navigating the complex task of IT outsourcing. The 30-page document, available in a printed version or for free download on The IIA’s Web site, also reviews recent and expected trends in IT outsourcing. To read GTAG 7, Information Technology Outsourcing, visit http://www.theiia.org/guidance/technology/gtag/. Corporate Developments Protiviti Inc., a leading provider of independent business and technology risk consulting and internal audit services (http://www.protiviti.com), has acquired PENTA Advisory Services LLC. PENTA, which has offices in Baltimore, Maryland, and Richmond, Va. (http://www.pentallc.com), provides restructuring and insolvency services; litigation services; and bankruptcy-related tax, accounting and administrative services. Executive search firm Christian & Timbers has changed its name to CTPartners (http://www.ctnet.com). The firm also announced that it has acquired Michael Kelly Associates and appointed Michael P. Kelly, a veteran executive recruiter of board positions for Fortune 1000 and emerging-growth companies, as the managing partner of the global board services practice based in New York. He will also be a member of the executive committee, the firm’s leadership group. Author Notes Directors & Boards Editor James Kristie was a panelist on an April 5 webcast conducted by the Philadelphia Chapter of the National Investor Relations Institute (http://www.niriphiladelphia.org) on "What Boards Need from the IR Person." He was joined by Basil Anderson, former vice chairman of Staples Inc. and former CFO of Campbell Soup Co.; Leonard Griehs, director of IR for Campbell Soup; and national IR consultant Deborah Kelly. An edited transcript of the discussion will be published in a future issue. Jim also gave a teleconference briefing to a group of executives taking a directors’ education program organized by the Caux Round Table, an organization that advocates a set of principles for corporate social responsibility (http://www.cauxroundtable.org). Paul Schaye, managing director of M&A investment banker Chestnut Hill Partners, was profiled in the Wall Street Journal in April for his courageous attitude toward fighting cancer. His cancer-fighting blog and support activities that he is involved with, including a bike-a-thon for cancer research, can be found on http://www.paulsposse.com. Paul wrote the article, “When a Minority Investor Makes Sense,” an advisory for boards in negotiating a minority investment, for the First Quarter 2007 issue of Directors & Boards. Toni Lynn Chinoy’s popular leadership book, What to Do When It Rains: A Handbook for Leaders in Crisis, is now available on CD. As she says, “If you are looking for something enlightening for those hours in the car, this book is loaded with insights which will help you through the day to day as well as with the big issues.” Limited copies of the CD have been made. Email Heidi Heithaus at heidi.heithaus@erols.com or call the toll free number 1-866-949-2734. Toni’s most recent article for Directors & Boards is “Nine Ways to Handle a Boardroom Bully” (Second Quarter 2005). Pascal Levensohn, founder and managing director of Levensohn Venture Partners, has been named a new board member of the National Venture Capital Association (http://www.nvca.org). The NVCA represents approximately 480 venture capital and private equity firms, and its mission is to foster greater understanding of the importance of venture capital to the U.S. economy and support entrepreneurial activity and innovation. Pascal has an article in the Second Quarter 2007 edition, “Getting It Right, Right from the Start,” on improving governance in VC-backed companies. Joseph DiMisa, head of Sibson Consulting’s Sales and Marketing Effectiveness Practice, has written The Fisherman’s Guide to Selling, a primer for sales professionals who want to follow a successful and proven sales process. DiMisa says, “I wrote the book based upon my experiences working with world-class sales organizations and salespeople. It is meant to help those who are seeking techniques that separate the average sales performer from the extraordinary sales performer. It’s based upon a fishing theme to help show, through the use of metaphors, how success can be achieved with just a little extra effort.” The book was published by Adams Media and is available through Amazon.com. AlixPartners, the international corporate turnaround, performance improvement and financial advisory firm (http://www.alixpartners.com), has appointed John Collins as the firm’s managing director and general counsel. He had been senior vice president, general counsel and corporate secretary of Champion Enterprises Inc., a leader in factory-built construction, where he had responsibilities for corporate transactions, acquisitions, capital finance, corporate governance, SEC compliance, business ethics, and litigation. Mike Kipp, partner in Kipp & Associates, a Nashville-based strategic leadership advisory service (http://www.mikekipp.com), has been appointed to the founding directorate of Hope International Credit Corp. HOPE International Inc. (http://www.hopeinternational.org) is a global, faith-based 501 (c)(3) nonprofit organization committed to excellence in microenterprise. Current affiliates are operating in 11 countries and currently serve over 50,000 clients with over $5.2 million in microcredit loans outstanding. Kipp is on the board of American Home Bank and has been a contributor to the Boardroom Briefings series. 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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