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Boards of Delaware corporations may want to move toward adopting officer exculp

The Directors & Boards Survey: CEO and Director Compensation 2014

 

In this year’s survey, we asked respondents to reflect on changes they’d like to see in director compensation. The responses fell into two areas: greater equity for the board, and differential compensation for not only greater board responsibility but also greater engagement in board activities. This latter area is, we think, an interesting way for a board to tie results of self-evaluations into something meaningful. 

The pay ratio rule: Get ready, get going

 


Charles M. Elson (at left) is the Edgar S. Woolard Jr. Chair in Corporate Governance and director of the John L. Weinberg Center for Corporate Governance, University of Delaware (http://www.lerner.udel.edu/centers/weinberg). Craig K. Ferrere served as the Edgar S. Woolard Jr. Fellow in Corporate Governance at the Weinberg Center from 2010-2014. The authors can be contacted at elson@udel.edu and cferrere@jd17.law.harvard.edu.

Joining a bank board? Get radically objective

 


Mike Kipp was an organizer and director of American Home Bank, chairman of Atlas Bank, and a board member of several other enterprises. He can be contacted at mike@kippassoc.com.

Accept a bank board seat? A verdict from the litigators

 


Dennis Klein is a partner with the law firm Hughes Hubbard whose practice focuses on complex commercial litigation, including officer and director liability lawsuits and bank insolvency problems. Derick Sohn and Tyler Grove are associates with the firm in its litigation department. The authors wish to thank Eleanor Erney and Iain Barr for their help in researching this article. The authors can be contacted at klein@hugheshubbard.com, sohn@hugheshubbard.com, and grove@hugheshubbard.com.

Invited to join a bank board?

 

In many respects the banking industry has become the favorite ‘piñata’ of politicians, the media and the public; everyone feels entitled to take a swipe. The recent financial crisis seriously damaged the image of the entire banking industry, including the reputations of both bankers and bank directors.  


Charles J. Thayer  is chairman and managing partner of Chartwell Capital Ltd., a private investment firm that provides specialized advisory services on a wide range of financial and governance issues to the boards of directors and executive management of banks, corporations and institutional investors (www.chartwellcapital.com). He organized Chartwell Capital in 1990 following a 20-year career in the banking industry. He is a bank director and currently serves as chairman emeritus of the American Association of Bank Directors. He is the author of It Is What It Is (2010), a book describing how the board, management team and employees of AmericanWest Bank successfully navigated their way through the financial crisis of 2008. He can be contacted at cjt@chartwellcapital.com.

Negative votes have consequences

 

Is shareholder voting on the election of board members effective, or is it, to quote New York Times reporter James Stewart, “an electoral system unworthy of Soviet-era sham democracies”? Asked another way, do dissenting votes by shareholders have any consequences for directors nominated for elections?


Dr. Reena Aggarwal is the Robert E. McDonough Professor of Business Administration and Professor of Finance at Georgetown University’s McDonough School of Business. The author also is the director of the Georgetown Center for Financial Markets and Policy. She can be contacted at aggarwal@georgetown.edu.

Factor tone and culture 'into the equation

 

With the SEC’s stepped-up enforcement regarding corporate accounting and financial reporting, many audit committees are sharpening their focus on the quality of the company’s financial reporting and disclosures. Essential to this, of course, is having robust discussions with management and auditors about the numbers and the narrative — critical accounting policies, judgments, and estimates, disclosures (including non-GAAP information), internal controls, key transactions, particular areas of SEC staff focus, and more.


Howard Scheck, a KPMG partner, leads the SEC regulatory enforcement and compliance efforts of KPMG’s Forensic Advisory Practice. The author is a former Chief Accountant in the SEC’s Division of Enforcement. He can be contacted at auditcommittee@kpmg.com.

The tension between 'boards and investors

 


Doug Raymond is a partner in the law firm Drinker Biddle & Reath LLP (www.drinkerbiddle.com). The author can be contacted at douglas.raymond@dbr.com. 

Sustainability: The next wave

As i head off this fall to my 40th business school reunion I am reminded of the political, social, and environmental campaigns that took place during both my Harvard College years (AB 1972) and my Harvard Business School years (MBA 1972, DBA 1974). A red-fisted “Strike Shirt” came to embody the heightened awareness and student activism swirling around the Vietnam War, the Women’s Movement, and Earth Day.

Time's up: Director 'tenure moves 'to the front burner

 

Over the past 10 years directors have devoted an enormous amount of time and attention to a long list of pressing concerns, from compliance to risk oversight, succession planning, and more. Now, another long-simmering issue has become one of the latest flash points in board governance: director tenure. Insistent questions about length of director service have been pushed to the fore by four trends that have converged to give the issue new momentum.    


Matt Aiello is a partner in the Chief Executive Officer & Board of Directors Practice based in the Washington, D.C., office of Heidrick & Struggles (www.heidrick.com). With nearly 15 years of search experience, he has expertise building boards for distressed and Chapter 11 entities, and specializes in the recruitment of senior-level technology, operations and engineering executives. He currently co-leads the firm’s Cyber Security Practice and leads the Americas Information & Technology Officers Practice. Lee Hanson is a vice chairman in the New York City and San Francisco offices of Heidrick & Struggles. She is a senior member of the global Financial Services and CEO & Board Practices. She specializes in the private equity and venture capital, investment banking, asset management, and hedge fund industries. The authors can be contacted at maiello@heidrick.com and lhanson@heidrick.com.