• Martha Clark Goss.
    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...
  • Neeti Dewan
    Issue: 2007 Annual Report
    DIRECTORS TO WATCH over the past 15 years, and especially over the past five years. The role of the board has evolved from one of primarily an observer to one requiring substantially more accountability and more visibility on the part of the directors. One of the interesting challenges is navigating...
  • JoAnn Lilek
    Issue: 2007 Annual Report
    DIRECTORS TO WATCH over the past 15 years, and especially over the past five years. The role of the board has evolved from one of primarily an observer to one requiring substantially more accountability and more visibility on the part of the directors. One of the interesting challenges is navigating...
  • Beth Stewart
    Issue: 2007 Annual Report
    DIRECTORS TO WATCH Trust for Holland Capital Management LP and serves on the board of the Illinois CPA Society as a professional affiliate director. She is a member ofthe Chicago Finance Exchange, the United Way of Chicago Women's Leadership Council, Fi- nancial Executives International, the Univers...
  • 10b5-1 trading plans: The next big blowup?
    By Priya Cherian Huskins
    EXECUTIVE COMPENSATION 10b5-l trading plans: The next big blowup? If recent history is any guide, both regulators and plaintiffs' attorneys alike may soon he on the case. Consider implementing some safeguards so that you're not dragged into a potential future scandal. BY PRIYA CHERIAN HUSKINS C OULD...
  • What is a 10b5-1 trading plan?
    By Priya Cherian Huskins
    EXECUTIVE COMPENSATION Securities and Exchange Act of 1934 and Rule lOb-5, with the thrust of the allegations being that company insiders committed fraud on the market, usually through false dis- closure or failure to make necessary disclosures so as to support the price of a company's stock. To pre...
  • Narrow parochialism bodes ill for the US
    TRENDS TO WATCH Drivers of the future Everywhere one turns, major change is under way. A roundup of forces to monitor closely... the trend may not be your friend. Narrow parochialism bodes ill for the U.S. Ed. Note: Robert L. Dilenschneider, chairman of The Dilensch- neider Group, a strategic commun...
  • A wary vision of accelerating technology, epochal changes.
    TRENDS TO WATCH Drivers of the future Everywhere one turns, major change is under way. A roundup of forces to monitor closely... the trend may not be your friend. Narrow parochialism bodes ill for the U.S. Ed. Note: Robert L. Dilenschneider, chairman of The Dilensch- neider Group, a strategic commun...
  • Exec pay: A new era of simplicity?
    Issue: 2007 Annual Report
    TRENDS TO WATCH Exec pay: A new era of simplicity? Ed. Note: The following is drawn from a Mercer Human Re- source Consulting advisory released in spring 2007 on the cur- rent state and future direction of executive compensation. T RANSPARENCY May Be the Goal, but Complexity Is the Result. The SEC a...
  • The unfolding of Future Inc.
    TRENDS TO WATCH Exec pay: A new era of simplicity? Ed. Note: The following is drawn from a Mercer Human Re- source Consulting advisory released in spring 2007 on the cur- rent state and future direction of executive compensation. T RANSPARENCY May Be the Goal, but Complexity Is the Result. The SEC a...
  • The 'hot jobs' and what's powering their demand
    Issue: 2007 Annual Report
    TRENDS TO WATCH future benefits. We can expect not only criticism of the benefits but confusion about how the values were derived. Less perplexing but perhaps equally infiam- matory will be the disclosure of per- quisites. In the past, the threshold for disclosure of perquisites was higher and compa...
  • 2006 Article Index.
    2OO6 ARTICLE INDEX 2006 Article Index The hot issues and tough topics that DIRECTORS & BOARDS authors addressed lastyear. Bankruptcy Beyond the 'Zone of Insolvency' — A growing risk area for directors is the de- veloping theory of'deepening insolven- cy.' By Doug Raymond of Drinker Biddle & ...
  • Just another board meeting
    ENDNOTE Just another board meeting A budget review, a CEO briefing ... and a food fight. BY TOM PERKINS Ed. Nofe: As a director of Hewlett-Pack- ard Co., Tom Perkins was a key figure in one ofthe biggest governance stories of 2006 — the bungled investigation of the H-P board over leaks to the press....
  • Is 60 the time to move on?
    Issue: 2007 Fourth Quarter
    By Robert H. Rock
    Directors www.directorsandboards.com EDITORIAL ADVISORY BOARD Robert H. Rock President, MLR Holdings Chainimii Norman R. Augustine Former Chairman and CEO Lockheed Martin Corp. Robert L. Crandall Former Chairman and CEO AMR Corp. Robert L. Dilenschneider Chairman The Dilenschneider Group Inc. Theodo...
  • Surrogate reader
    Issue: 2007 Fourth Quarter
    VDOc fc^ ^ vvww.director: .directorsandboards.com James Kristie Editor and Associate Publisher Barbara Spector Hoffer Kaback Kelly McCarthy Contributing Editors lerri Smith-Baldwin Accounting BUI Cooke BILL COOKE -I- COMPANY Design & Production Published by MLR Holdings LLC Milton L. Rock Chairm...
  • 'Access denied!' redux
    Issue: 2007 Fourth Quarter
    By Hoffer Kaback
    QUIDDITIES 'Access denied!' redux The SEC is poised to act. Maybe. BY HOFFER KABACK S HOULD SHAREHOLDERS be given the right to have information about their own slate of direc- tor-candidates included in the company's proxy statement? Readers experiencing deja vu can be assured that that sensation is...
  • How it begins' fraud, that is
    Issue: 2007 Fourth Quarter
    By Gary Sutton
    SUTTON'S LAWS How it begins... fraud, that is Don't tell anybody to do something wrong. Just apply some sly pressure, along with a pat on the back. BY GARY SUTTON T HE CHAIRMAN wants you in his office tomorrow, at 10 a.m.," she said. Yikes. I had been a CEO for all of two quarters and was partially ...
  • Opening the door to shareholder proposals
    Issue: 2007 Fourth Quarter
    By Doug Raymond
    LEGAL BRIEF Opening the door to shareholder proposals Are you ready to respond to the Woke' of your shareowners. BY DOUG RAYMOND T HIS YEAR, shareholders, espe- cially of large companies, have enjoyed unprecedented influ- ence in corporate governance. Traditionally, and almost reflexively, sharehold...
  • D&O liability: Is this the calm before the storm?
    Issue: 2007 Fourth Quarter
    By Randy Hein
    RISK MATTERS D&O Uability: Is this the calm before the storm? Directors have enjoyed a good run on good news. But important cautions must be offered. BY RANDY HEIN A UGUST'S WHIPSAWING stock market should serve as an important reminder that, when it comes to financial markets, there is peril in ...
  • In search of smarter capital
    Issue: 2007 Fourth Quarter
    By Tom Quindlen
    COMPETITIVE EDGE In search of smarter capital On the importance of finding the best lender, not just the best rate. BY TOM QUINDLEN W HEN FINANCIAL markets are flush, lenders often compete based on price or by offering covenant- light or even restriction-free loans. Cap- ital becomes a commodity, an...