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The Year in Governance

January

From a Cleary Gottlieb Alert Memo addressing “Selected Issues for Boards of Directors in 2013”: “We expect that shareholders will be increasingly focused on the issue of board composition, and as a result, in 2013 many boards will need to consider whether the current array of directors is appropriate in light of the evolving business and regulatory environments and the challenges they pose for the corporation.”  

ISS vs. Nucor's ghost: 'Lost in metric madness

If there were a “Top 10” list for best management incentive plans ever, the Nucor plan created in 1966 for the senior officers of this steel company would certainly rank near the top. Over the next 30 years, CEO Ken Iverson and his Nucor team would create one of the legendary stories of American business. Everyone who wrote their story, including Iverson, singled out Nucor’s incentive plan as a cornerstone of their success.


Marc Hodak is managing director of Hodak Value Advisors, a firm specializing in the compensation issues of corporate governance (www.hodakvalue.com). He teaches corporate governance at New York University’s Leonard N. Stern School of Business. 

The author can be contacted at mhodak@hodakvalue.com.

How not to be in Dennis Kozlowski's dire circumstances

 

In his opening statements to the jury at the beginning of the first trial in September of 2003, L. Dennis Kozlowski’s lead defense attorney Stephen Kaufman said, “. . . You will not find proof that Dennis Kozlowski is a cheat, a liar or a thief,” after which Kaufman asked, “Who then is this man? What is his background? What has he done in his lifetime? How can we better understand who this man is?”


Catherine S. Neal is an associate professor of business ethics and business law in the Haile/US Bank College of Business of Northern Kentucky University. She was granted unprecedented access to Dennis Kozlowski, his papers, attorneys, family, friends, and former Tyco colleagues, as well as transcripts and evidence from two criminal trials, in writing her book, Taking Down the Lion: The Triumphant Rise and Tragic Fall of Tyco’s Dennis Kozlowski. Copyright ©2014 by Catherine S. Neal. This article is adapted from her book by permission of Palgrave Macmillan, a division of Macmillan Publishers Ltd. (www.palgrave.com).

The ideal CEO 'for a megatrend world

 


Irv Becker is the national practice leader of Hay Group’s U.S. Executive Compensation Practice (www.haygroup.com). He works with boards and senior management in the design and development of reward programs to align executive efforts and results with the success of the company. Christine Rivers is a vice president with the firm. She works with boards and senior leaders to execute their strategies through the development of strong leaders.

The authors can be contacted at irv.becker@haygroup.com and christine.rivers@haygroup.com.

William P. Lauder on 'governing the controlled corporation

 

Keenly observed by our 2013 authors

The Governance Year in Review issue is our opportunity to reflect on the year just past, with the month-by-month timeline of 2013 (starting on page 27) as the centerpiece of our look back. In thinking of a way to capture the zeitgeist of 2013 for this editor’s note, I went a classic route and assembled a top 10 list. Here are keenly observed comments made by authors whom we published last year: 

Mid-market: Solution to job creation

 

My second quarter 2014 publisher’s letter elicited much response. In my piece, I posed the question whether boards should periodically inquire about the number of jobs being created in their companies. I posited that CEOs and their boards should build businesses that retain jobs and create new ones. Americans want to work, and American businesses owe them good-paying jobs, which not only provide a living but also offer self-worth, respect, and dignity. 

The Beta board

 

When we think about why some companies are more effective than others, we don’t always focus on its board of directors as a source for that competitive advantage. But why is that?

Boards were originally formed as a way to create a consigliere or advisor to a company’s CEO and management team. But that relationship has changed over time, especially in the wake of
Sarbanes-Oxley (SOX), which designated boards as chiefly a compliance vehicle or shareholder posse.


Dana Ardi, Ph.D., is the founder of Corporate Anthropology Advisors (www.corporateanthropologyadvisors.com), a leadership and talent management consultancy, and the author of The Fall Of The Alphas: The New Beta Way to Connect, Collaborate, Influence — And Lead (St. Martin’s Press, October 2013). Dr. Ardi has served as a partner/managing director at CCMP Capital and JPMorgan Partners and was a partner at Flatiron Partners. She served on the board of AMC Entertainment Inc. from 2009 until the company’s sale in 2012. Earlier in her career she was an operating executive at R. R. Donnelly & Sons and McGraw-Hill. She also has a background managing and leading executive search firms. The author can be contacted at drdanaardi@gmail.com.

On the 'long and the short' of board minutes

Ed. Note:  Do you need a guide to getting your board minutes “just right” — not too much detail, but not too little? Then you may want to get your hands on a copy of Corporate Minutes: A Publication for the Corporate Secretary. Released in February 2014 by the American Society of Corporate Secretaries & Governance Professionals (www.governanceprofessionals.org), this 27-page guide has been substantially updated from the original 2006 publication to reflect current views and challenges in minutes taking.

Guidance on compensation committee membership

Ed. Note: The Complete Guide to Executive Compensation (Third Edition) by Bruce Ellig was published in January 2014 by McGraw-Hill (www.mhprofessional.com). Long recognized as the guide to executive pay, the new edition is an impressive, 1,000-page