• It's hidden right in front of you
    Issue: 2007 Fourth Quarter
    LEADERSHIP ESSENTIALS **' C(.)iporatc Governance Sanfay Aiiond corporation risks dismissing effective directors too early. • A Fractured Board. Often, especially with large boards, di- rectors gravitate to smaller groups. This is desirable when these groups are in the form of functional committees a...
  • In crafting pay, beware Ellig's Laws.
    LEADERSHIP Hillary Clinton's presidential campaign (vvww.microtrending.com). E. Kinney Zalesne has served in leadership positions with two national social-change organizations. In crafting pay, beware EUig's Laws From The Complete Guide to Executive Compensation (Fully Revised and Expanded Edition) ...
  • The verdict on SOX: Full adjustment.
    By Theodore L. Dysart
    HEIDRICK & STRUGGLES GOVERNANCE LETTER The verdict on SOX: Full adjustment As the SarbaneS'Oxley era marches on, veteran board counselors Richard Beattie and John Finley render judgment on the law that was thrust on Corporate America five years ago. INTERVIEW BY THEODORE L. DYSART F OR ALMOST fo...
  • On power and empowerment.
    By Robert L. Dilenschneider
    ENDNOTE On power and empowerment Share your power while you have it, because it's going to go away. G ENUINE POWER PLAYERS WOrk for a larger cause than con- solidating their own power They empower others. Sharing your power does not mean diluting it or abdicating your responsi- bilities. When Kraft ...
  • What can we learn from private equity?
    Issue: 2007 Third Quarter
    By Robert H. Rock
    vvww.directorsandboards.com EDITORIAL ADVISORY BOARD Robert H. Rock President, MLR Holdings Chnirinmi Norman R. Augustine Former Chiiinnan and CEO Lockheed Martin Corp. Robert L. Crandall Former Chairman and CEO AMR Corp. Robert L. DUenschneider Chairman The Dilenschneider Group Inc. Theodore L. Dys...
  • On golf and a road not taken
    Issue: 2007 Third Quarter
    ww.di rectorsandboards.com James Kristie Editor and Associate Publisher Barbara Spector Hoffer Kaback Kelly McCarthy Contributing Editors Jerri Smith-Baldwin AccoLtnting Bill Cooke BILL COOKE -I- COMPANY Design & Production Published by MLR Holdings LLC Milton L. Rock Chairniiin Robert H. Rock P...
  • The thin edge of the wedge
    Issue: 2007 Third Quarter
    By Hoffer Kaback
    QUIDDITIES The thin edge of the wedge 'Say on pay' prompts a perusal of prerogatives and powers. BY HOFFER KABACK D IRECTORS & BOARDS readers likely have heard the catch- phrase "say on pay" (refer- ring to an advisory vote by shareholders on executive comp). In a blistering late February 2007 m...
  • It's the cash flow, baby
    Issue: 2007 Third Quarter
    By Gary Sutton
    SUTTON'S LAWS It's the cash flow, baby The solution to excessive CEO comp ...as well as the basis of my personal investment strategy. BY GARY SUTTON A N ANGRY institutional share- holder voted against my re- election to a board last month. I squeaked back in, but this shows how explosive CEO compens...
  • The D&O insurance market is soft
    Issue: 2007 Third Quarter
    By Stephen J. Weiss
    D&O INSURANCE UPDATE The D&O insurance market is soft What you can do to take advantage of changing market conditions. BY STEPHEN J. WEISS AND THOMAS H. BENTZ JR. G OOD NEWS for policyhold- ers — nearly everyone in the D&O insurance business agrees that the market is soft. Premiums are d...
  • Don't run from the 'Just for Feet' finding
    Issue: 2007 Third Quarter
    By Doug Raymond
    LEGAL BRIEF Don't run from the 'Just for Feet' finding It's not another Man Gorkom, but it is a strong reminder of how careful and attentive directors need to be. BY DOUG RAYMOND I N 1985, THE Delaware Supreme Court decision in Smith v. Van Gorkom sent Shockwaves through boardrooms. In that case, th...
  • The hybrid M&A deal
    Issue: 2007 Third Quarter
    By David Kauppi
    BIG DEAL The hybrid M&A deal As Dean Foods demonstrates, this is a compelling way to obtain new technology and products with minimal capital risk. BY DAVID KAUPPI N O RISK, no reward is one of the oldest adages in business. This formulation of strate- gic risk was first expressed in written form...
  • Will independence really matter?
    Issue: 2007 Third Quarter
    By Frank Coates
    COMPETITIVE EDGE Will independence really matter? For mutual fund boards, the SEC should be focused on the drivers of shareholder value. BY FRANK COATE5 S INCE 2004, when it passed a rule that that all mutual funds ap- point independent chairmen and a 75 percent independent board, the SEC has waged ...
  • A new glass ceiling in the boardroom?
    Issue: 2007 Third Quarter
    By Alix Valenti
    GUEST COLUMN A new glass ceiling in the boardroom? Representation of women on corporate boards seems to be stagnating. Here's why. BY ALIX VALENTI D URING THE last 15 years, the number of women on the boards of U.S. companies has increased significantly. According to Catalyst, a nonprofit orga- niza...
  • A private equity approach to building a strong board
    Issue: 2007 Third Quarter
    By Tom Roberts
    BOARD COMPOSITION A private equity approach to building a strong board Based on our experience in working with hundreds of management teams, here are six key strategies for fast-growing companies to ereate the optimal board. BY TOM ROBERTS I NDEPENDENT BOARDS Can help Companies at nearly every stage...
  • Building a board: The Sybari experience
    Issue: 2007 Third Quarter
    By Robert Wallace
    BOARD COIVIPOSITION • Audit: The board ensures that all financial reports are ac- curate and unbiased. •Acquisitions: The board will sign off on transactions. For firms pursuing an active M&A strategy, the board will form an acquisitions committee with authority over acquisitions up to a certain...
  • New vibrancy for an old form of business
    Issue: 2007 Third Quarter
    By Stuart H. Reese
    OWNERSHIP New vibrancy for an old form of business Today's gravitational pull to private ownership affirms the advantages of an enduring organizational structure: the mutual company, BY STUART H. REESE A s MANY COMPANIES once again em- brace the advantages offered by going private — focus on efficie...
  • Amassing your governance capital
    Issue: 2007 Third Quarter
    By Alice Korngold
    NONPROFIT BOARDS Amassing your governance capital Getting on a corporate board is about who you know (network), how you conduct yourself (character), and what you bring to the table (expertise). Exercising leadership on nonprofit boards is a winning start to the process. BY ALICE KORNGOLD D ENisE O'...
  • 'Climate crisis' needn't mean corporate crisis
    Issue: 2007 Third Quarter
    By Gary S. Guzy
    ENVIRONMENTAL OVERSIGHT 'Climate crisis' needn't mean corporate crisis Boards that want to be part of the solution can take steps right now to respond to a concern that is driving societal debate and investor attention. BY GARY S. GUZY AND CAROL M. BROWNER T HE SUPREME COURT ruled in early April tha...
  • Turbocharging your board assessment
    Issue: 2007 Third Quarter
    By Beverly Behan
    DIRECTOR EVALUATION Turbocharging your board assessment Have your performance evaluation initiatives run out of gas? Here is what some of the best boards are doing to rev up the value ofthis exercise. BY BEVERLY BEHAN B OARD ASSESSMENTS are mandatory at all NYSE-listed companies. And many other orga...
  • D&O insurance lessons from 'Just for Feet'
    Issue: 2007 Third Quarter
    By Susan Miner
    D&O INSURANCE D&O insurance lessons from 'Just for Feef A classic disaster situation: Not enough insurance, bankruptcy, and inability to indemnify the directors, BY SUSAN MINER AND UAURI FLORESCA A RECENT $41.5 MILLION SETTLEMENT by five former outside directors of Just for Feet Inc. brings ...