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Fourth Quarter 2014


Cover Story Fourth Quarter 2014

Enterprise mobility: The next major risk management challenge
By John Chen
Enterprise mobility must be managed as a distinct strategy. Cyber risks abound, but careful governance now can provide executives with guidance and policies to exploit mobile technology for competitive advantage while minimizing disruptive threats.

‘This is a big, big play’
That’s what SAP’s CEO Bill McDermott said to John Chen when SAP was eyeing the acquisition of Sybase. In an excerpt from McDermott’s memoir, Winner’s Dream, he recounts the deal’s opening gambit.

Benefits for the board of conducting a cybersecurity audit
By Patricia A. Oelrich
The question for directors is not whether to become involved in cybersecurity risk management but how to appropriately oversee their company’s initiatives. The value of doing a cyber ‘tabletop exercise.’

Features

Succeeding at succession: Do this, don’t do that
By Noel M. Tichy
Why do so many boards blow it on CEO succession, and what can they do to improve their track records? Try this set of dos and don’ts.

Innovation starts in the boardroom
By Beverly Behan
If fostering innovation is one of the board’s objectives, a good place to begin is with the board itself. Plus, Tracy Warren’s proposal for an innovation subcommittee of the board (page 30).

The Directors & Boards Survey: Top Corporate Governance Law Firms
Are we detecting diminishing satisfaction with outside counsel?

Do you want ‘hands on’ board members? Yes
By Eric Salzman
Borrow a tactic from the private equity industry: Seek out directors for your public company board who can play the role of ‘operating partner’—and watch how corporate performance improves.

Is your board really looking after shareholder interests?
By George Isaac
The common error is confusing business wealth creation with shareholder wealth ‘realization.’ They are not the same.

Book It: Best bets for board reading
Insights on mentorship, executive team underperformance, director interlocks, doing an IPO . . . and the value of your noncustomers.

The board’s ‘seven year itch’
By Allan Grafman and Idalene Kesner
It would benefit all to have directors take a one-year sabbatical.

Heidrick & Struggles Governance Letter: Assessing the merits of an activist investor’s point of view
By Theodore L. Dysart and John S. Wood
By adhering to these recommended principles and practices—objectivity, dialogue, appropriate involvement of management, attention to major investors, and prudent use of outsiders—boards can more adequately and accurately respond to an activist’s approach.

Directors Roster

Sponsored by Heidrick & Struggles

Roster
Tracking of 124 directors added to 114 company boards from July to September 2014.

Director Memoir
Peter G. Peterson believes in following your passions when choosing a board invitation.

Board Report
A BDO study shows mid-market boards playing catch up on their compensation.

Five Questions with . . .
Valuing a board with value investor Guy Spier.

Board Dynamics
The symptoms, and solutions, to low board engagement.

Director Compensation
Towers Watson’s tracking of stock ownership guidelines for board members.

Columnists

Legal Brief
By Doug Raymond
How long term is your long-term planning? That’s the board’s job to know; don’t look to corporate law to supply the appropriate strategic horizon.

On the Governance Agenda
By Dennis T. Whalen
Capital allocation and the board: A critical role for the audit committee is to ensure that the company has a robust and disciplined capital allocation process.

Guest Column
By Stan Silverman
Don’t forget what your real job it: For directors, it’s governance, not operations. A tale of how a board member can be an effective adviser to the CEO.

Departments

Letter From the Chairman
My grandchildren’s world: As Francie and Maddy joined the Rock family in 2014, I offered them some ‘best practices.’

Editor’s Note
Moving boards from awareness to action: That’s what our authors aim to achieve with their articles.


 
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