• Welcome to the annual report.
    By James Kristie
    ^/Boards ^•^ ^k www.di recto rsandboards.com )ames Kristie Editor and Associate Publisher Barbara Spector Hoffer Kaback Kelly McCarthy Contributing Editors Jerri Smith-Baldwin Accounting Bill Cooke BILL COOKE + COMPANY Design & Production Published by MLR Holdings LLC Milton L Rock Chairman Robe...
  • What a year in governance.
    By James Kristie
    THE YEAR IN REVIEW 2OO6 What a year in governance A boardroom spying operation, an options backdating scandal, prosecution of Enron biggies, directors notoriously in absentia at a shareholders' annual meeting, steady volleys of SEC guidance, exec comp uproars — all this and much more marked 2006 as ...
  • SEC report card
    Issue: 2007 Annual Report
    By Ralph C. Ferrara
    GOVERNANCE REGULATION SEC report card How did the Commission measure up in 2006 for its regulatory judgment and rulemaking? Lefs grade its performance. BY RALPH C. FERRARA. RIVA KHOSHABA PARKER, AND JOSEPH J. MIGAS W HEN A YOUNG ForfwHi'magazine reporter broke the Enron story, the SEC — and just abo...
  • Corporate governance litigation: 2006 review.
    By John L. Reed
    LIABILITY AND LITIGATION Corporate governance litigation: 2006 review Directors navigated in a highly charged atmosphere of rulings on 'good faith' standards, rights of controlling shareholders, propriety of defense costs, and the state of deepening insolvency — as well as an incipient storm of back...
  • Delaware as the 'Corporate Capital'
    Issue: 2007 Annual Report
    By John L. Reed
    LIABILITY AND LITIGATION cious activity oversight committee, which had responsibilities supplementing those of the compliance department. More- over, the board's audit committee reviewed these compliance programs on a quarterly basis. Finally, AmSouth's compliance assurance programs predated AmSouth...
  • Preview: Some stock option backdating cases survive early dismissal
    Issue: 2007 Annual Report
    By John L. Reed
    LIABILITY AND LITIGATION Limiting claims by creditors against directors THE DEBATE ABOUT when — or even whether — directors owe fiduciary duties to creditors is an evolving area of the law. In Trenwick America Litigation Trust v. Ernst & Young, LLP, 906 A.2d 168 (Del.Ch. 2006), the Delaware Cour...
  • Miscellaneous Cases
    Issue: 2007 Annual Report
    By John L. Reed
    LIABILITY AND LITIGATION ject the tort. In the decision, the court also took a closer look at whether additional duties are owed by directors to credi- tors when a company is in the "zone of insolvency" and de- termined that the proper exercise of the directors' business judgment is all that is requ...
  • Proxy proponents Pack a punch
    By Raphael M. Russo
    SHAREHOLDER RELATIONS Proxy proponents pack a punch What to factor in: their growing sophistication, an expansion beyond the usual suspects, and their widening interest in environmental and social issues, BY RAPHAEL M. RUSSO W HEN BOTH LAST YEAR'S and this year's proxy seasons kicked into high gear,...
  • Trend to watch: Thinking about ESG in a new way
    Issue: 2007 Annual Report
    By Howard Sherman
    SHAREHOLDER RELATIONS proposals from prior years. The subject ofthe most proposals in 2006, majority voting for directors, is not only is the most common subject of proposals again this year, it is also being proposed at even more companies this year than last year. Pro- ponents are also proving to ...
  • Board trends: Just when you thought it was safe...
    By Theodore L. Dysart
    HEIDRICK & STRUGGLES GOVERNANCE LETTER Board trends: Just when you thought it was safe... After mastering Sarbanes-Oxley and resuming their traditional role as a sounding board for strategy, directors brace for the next regulatory upheaval AN INTERVIEW WITH THEODORE L. DYSART AND JOHN T. W. HAWK...
  • Directors Roster
    Issue: 2007 Annual Report
    DIRECTORS 6t BOARDS* DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Directors Roster Who's on board in 2006 — an annual review T HE DIRECTORS & BOARDS Directors Roster is a quar- terly record of new director appointments. It is compiled from public and private sources by the editorial st...
  • Bruce D. Hertzke
    Issue: 2007 Annual Report
    By Kelly McCarthy
    DIRECTORS & BOARDS' DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Bruce D. Hertzke From the factory fioor to the chairman's office Ed. Note: Kelly McCarthy, editor of the Directors Roster feature that appears in each issue of Directors & Boards, conducted interviews with four execut...
  • Wayne Rogers
    Issue: 2007 Annual Report
    By Kelly McCarthy
    DIRECTORS & BOARDS' DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Wayne Rogers Trapper John'runs businesses and joins boards I t's Saturday morning. Forget channel surfing: You're compelled to stay tuned to Fox News Channel's popular business program "Cashin' In," where four fast-talkin...
  • Nancy Goodman Brinker
    Issue: 2007 Annual Report
    By Kelly McCarthy
    DIRECTORS & BOARDS' DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Nancy Goodman Brinker The primal force behind the 'race for the cure' Asa teenager, Nancy Goodman excelled in athletics—she was drawn to /~ he outdoors, and especially liked horseback riding. Her older sister Susan was he...
  • Rosalyn Mallet
    Issue: 2007 Annual Report
    By Kelly McCarthy
    DIRECTORS & BOARDS' DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Rosalyn Mallet From a board seat to the president's post M aking her way through Minneapolis-St. Paul Internationai Airport, where she was a familiar fixture from 2000-2003, you'd suspect Rosalyn Mallet wouldn't have time...
  • Directors to watch.
    By Scott Chase
    DIRECTORS TO WATCH Directors to watch 'Great boards have diversity' — splendidly exemplified by this class of accomplished executives, EDITED BY SCOTT CHASE T HE INCLUSION OF "independent, diverse" directors has become an imperative in the boardroom. Some analysts see slow but steady progress reflec...
  • Adela Cepeda.
    DIRECTORS TO WATCH Directors to watch 'Great boards have diversity' — splendidly exemplified by this class of accomplished executives, EDITED BY SCOTT CHASE T HE INCLUSION OF "independent, diverse" directors has become an imperative in the boardroom. Some analysts see slow but steady progress reflec...
  • Lisa Wilhelm Haag.
    DIRECTORS TO WATCH Lisa Wilhelm Haag Vice President, Investments, Trustmark Insurance Co. L ISA WILHELM HAAG, CFA, is the senior portfolio man- ager responsible for the structured investments compo- nent of $1.7 billion in portfolio assets, including asset- backed securities, mortgage-backed securit...
  • Paula H.J. Cholmondeley
    DIRECTORS TO WATCH Lisa Wilhelm Haag Vice President, Investments, Trustmark Insurance Co. L ISA WILHELM HAAG, CFA, is the senior portfolio man- ager responsible for the structured investments compo- nent of $1.7 billion in portfolio assets, including asset- backed securities, mortgage-backed securit...
  • Cynthia R. Cohen
    DIRECTORS TO WATCH done within federal disclosure guidelines and while support- ing the CEO as the one voice ofthe company. "1 think in the future you will see more active involvement of lead directors in investor meetings where they get an oppor- tunity to listen to shareholders directly rather tha...