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Third Quarter 2014


Cover Story Third Quarter 2014

Invited to join a bank board?
By Charles J. Thayer
There are compelling reasons to accept, but sobering risks come with the role. Careful consideration is required. The most significant challenge faced by banking today is attracting talented people to such an unpopular industry. Cover Image: Jimmy Stewart, banker, in “It’s a Wonderful Life” ©RKO Radio Picture/Getty Images

Joining a bank board? Get radically objective
By Mike Kipp
Bank board composition tends to be long on street savvy but short on requisite regulatory acumen . . . and, leadership matters!

Accept a bank board seat? A verdict from the litigators
By Dennis Klein, Derick Sohn, and Tyler Grove
Bank directors are most often at risk of civil liability when they allow themselves to be dominated by an aggressive and/or successful CEO.

Features

The pay ratio rule: Get ready, get going
By Charles M. Elson and Craig K. Ferrere
It’s time to make lemonade—boards should be thinking strategically today about how they will change their compensation programs and disclosures to mitigate the coming controversy.

The Directors & Boards Survey: CEO and Director Compensation 2014
Make director compensation variable based on the contributions each board member makes to the company? Now there is an idea that our survey respondents seem to approve of.

Antidotes to a board's going stale
By B. Joseph White
There are three: Evaluation, Education, and Renovation. Boards must constantly self-renew because great governance requires directors who are on top of their game.

The challenges in 'refreshing' board committees
By Robert B. Lamm
There is no such thing as an ‘easy’ committee replacement or rotation. The levels of deliberation that go into selecting the members of each committee are (or should be) as high as those that go into selecting new board members in the first place.

Board vetting in the digital age
By Peter Lagomarsino and James Rowe
The definition and mechanics of ‘background checking’ have changed over the years, but the guiding principles of full and forthcoming disclosure remain the same. And it’s not all about the Internet.

Book It: Best bets for board reading
Insights on board dysfunction, doing real CEO stuff, D&O insurance, board chemistry . . . and ‘statistical implausibility’ in the executive ranks.

Directors: Be 'in the room'
In an excerpt from Boards That Excel, Equity Residential Chairman Sam Zell talks with B. Joseph White about director weaknesses and danger signals.

Heidrick & Struggles Governance Letter

How directors can mentor potential CEOs
By John T. Thompson and Karen R. West
Putting substantive mentoring into practice is not easy, nor is it a short-term ad hoc solution. It requires commitment from the board, buy-in and support from the CEO, and careful pairing of board members with rising stars.

Directors Roster

Sponsored by Heidrick & Struggles

Roster
Tracking of 136 directors added to 119 company boards from April-June 2014.

Board Composition
An EY study looks at IPO boards.

Board Report
Catalyst’s high potentials: Those making their way to the boardroom.

Family Business Boards
Interest is high in having a board, but founders have their concerns.

Committee Leadership
An excerpt from the new edition of The Compensation Committee Handbook focuses on the process for selecting the right compensation committee chair.

Board Committees
Here is what makes for a good finance committee member.

Columnists

Legal Brief
By Doug Raymond
The tension between boards and investors: Boards would benefit from a clearer understanding of the role they expect the company’s shareholders to play.

On the Governance Agenda
By Howard Sheck
Factor tone and culture into the equation: Good audit committees are ‘a pain in the neck’ — for financial reporting integrity, make sure yours is one, too.

Guest Column
By Reena Aggarwal
Negative votes have consequences: When shareholders register dissatisfaction with a director, that director’s life on the board is likely to change.

Departments

From the Chairman
The next wave of corporate sustainability will require boldness on the part of boards of directors.

Editor's Note
No filler here: A continuing commitment to bringing the best thinkers and writers into these pages.


 
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