• Tenure of the times
    Issue: 2008 Second Quarter
    By James Kristie
    I ’ve been thinking a lot about tenure lately. Right after the first of the year I began editing a 56-page transcript of a panel discussion on board tenure to adapt it into the cover story for this edition. Ed- iting transcripts is one of the most intri- cate and intensive editing jobs. I have been ...
  • Does BBR render CGR and CGI DOA?
    Issue: 2008 Second Quarter
    By Hoffer Kaback
    A re corporate governance “indices” valuable … or mean- ingless? Do so-called gover- nance “ best pr actices” lead to better corporate performance … or are they not worth a John Nance Garner bucketful of warm p—? Should direc- tors cut their consciences (and practices) to fit this year’s governance ...
  • Who could've known?
    Issue: 2008 Second Quarter
    By Gary Sutton
    D oes the board adequately consider unknown threats to the business?” There’s a stupid question. Our blue-chip law firm asks this in the questionnaire each director fills out an- nually as part of the board’s self-evalu- ation. My answer probably satis- fied the requirement. But the words might not ...
  • Inadvertent disclosure
    Issue: 2008 Second Quarter
    By Doug Raymond
    Spencer Stuart / DirectorS & Boar DS Director S r oSter 12 directors & boards T h e r e h a s b e e n a s t e a d y i n c r e a s e i n l i t i g a t i o n o v e r conflicts of interest and al- legations of wrongdoing in- volving officers and directors of public companies. In addition, there...
  • The many (dis)guises of corruption
    Issue: 2008 Second Quarter
    By Melissa Lea
    Spencer Stuart / DirectorS & Boar DS Director S r oSter T here’s no question today’s global economy provides great opportunity. But it also pres- ents a myriad of new risks as multinational businesses expand into new and emerging markets. One of the most significant risks is the potential for br...
  • Volatile times call for best D&O coverage
    Issue: 2008 Second Quarter
    By Evan Rosenberg
    Spencer Stuart / DirectorS & Boar DS Director S r oSter 14 directors & boards F or directors, the past few years may have been the best of times. But could the worst of times be lurking just around the corner? Two independent consulting firms, Cornerstone Research and NERA Eco- nomic Consult...
  • Earnings guidance: The real issue
    Issue: 2008 Second Quarter
    By Sam Silvers
    Spencer Stuart / DirectorS & Boar DS Director S r oSter T here is a long-running argu- ment about whether or not co m p a n i e s s h o u l d p rov i d e earnings guidance. The media has produced an endless string of ar- ticles and opinion columns. Academics have churned out study after study. A...
  • Good grief! What's with the SEC and exec pay?
    Issue: 2008 Second Quarter
    By Gerard F. Hurley
    Spencer Stuart / DirectorS & Boar DS Director S r oSter 16 directors & boards T he SEC is forcing a sampling of 350 public companies to more specifically disclose the compensation, benchmark- ing, and forecasting decisions of their boards and compensation committees. This insistence on incre...
  • Director term limits come up for review
    Issue: 2008 Second Quarter
    Board Practices 18 directors & boards T h e d i r e c to r as p ot t e d p l a n t? N o t a w e l c o m e image in thinking about ef- fective board governance — i.e., a director of longstand- ing ser vice who reaches an inflection point, drifting from engaged oversight into listless and lifeless...
  • Diversify the board... by personality type!
    Issue: 2008 Second Quarter
    By Peter G. Spanberger
    Second quarter 2008 27 Board Composition T ypically, when boards look for new members they primarily consider an individual’s title, industry background, and functional exper tise. They also look to achieve a diversity of gender and ethnicity. But they often do not consider di- versity at its broade...
  • Distinguishing traits of elite performers
    Issue: 2008 Second Quarter
    By David Wanetick
    30 directors & boards Performance evaluation A s in any pursuit, the differentiating factors separating the most highly compensated business leaders from the mediocre performers are margin- al in nature. An executive who earns an annual $10 million compensation package is not 100 times more inte...
  • 'Above reproach': The Norman Hsu case
    Issue: 2008 Second Quarter
    By James B. Mintz
    34 directors & boards Due Diligence W hen a corporation enters into a relationship with any individ- ual, it puts its collective reputa- tion, as well as that of its direc- tors and officers, on the line. In the vast majority of instances, the individual is who and what he claims to be, and is t...
  • The protocol of a turnaround manager
    Issue: 2008 Second Quarter
    By Deborah Hicks Midanek
    38 directors & boards Crisis ManageMent C hange is a constant, surprises hap- pen all the time, and directors need to be sure they are well positioned to protect the health of the company for which they are responsible. Fine, you say, but how can we predict the future? As a veteran turnaround ma...
  • The next best place to invest? Child care
    Issue: 2008 Second Quarter
    By Allan Miller
    42 directors & boards Corporate SoCial reSponSibility C ompanies are often caught in a classic dichotomy. What is good for the organization today may not be best for the long-term, and vice-versa. The battle pitting today’s stock price or, for the private company, valuation (and the ex- ecutive ...
  • A Wall Street whack for P&G's new CEO
    Issue: 2008 Second Quarter
    By A.G. Lafley
    Leadership second quarter 2008 45 A Wall Street whack for P&G’s new CEO From The Game Changer by A.G. Lafley and Ram Charan. Copyright 2008 by the authors. Published by Crown Business (www.crownpublishing.com). I t came on June 6, 2000, a few minutes before a busi- ness meeting in California. On...
  • A CEO's apology for an offensive remark
    Issue: 2008 Second Quarter
    By Leslie Gaines-Ross
    Leadership second quarter 2008 45 A Wall Street whack for P&G’s new CEO From The Game Changer by A.G. Lafley and Ram Charan. Copyright 2008 by the authors. Published by Crown Business (www.crownpublishing.com). I t came on June 6, 2000, a few minutes before a busi- ness meeting in California. On...
  • The most astute man in the room
    Issue: 2008 Second Quarter
    By Tom Perkins
    Leadership 46 directors & boards The most astute man in the room From Valley Boy by Tom Perkins. Copyright 2007 by the au- thor. Published by Gotham Books, an imprint of Penguin Group (USA) Inc. (www.penguin.com). A t Harvard, I got the first inkling that my instincts were tuned for business. I ...
  • What boards need is a human capital committee
    Issue: 2008 Second Quarter
    By Edward E. Lawler III
    Leadership second quarter 2008 47 What boards need is a human capital committee From Talent by Edward E. Lawler III. Copyright 2008 by John Wiley & Sons Inc. Published by Jossey-Bass, a Wiley imprint (www.josseybass.com). B oards are relying more and more on committees to get their work done. If...
  • An empire builder ransoms a stolen ruby
    Issue: 2008 Second Quarter
    By Nancy Kriplen
    Leadership second quarter 2008 47 What boards need is a human capital committee From Talent by Edward E. Lawler III. Copyright 2008 by John Wiley & Sons Inc. Published by Jossey-Bass, a Wiley imprint (www.josseybass.com). B oards are relying more and more on committees to get their work done. If...
  • 'The boss is the boss for a reason'
    Issue: 2008 Second Quarter
    By James E. Lukaszewski
    Leadership 48 directors & boards tycoon Ludwig. The fortune he amasses will fund one of America’s great philanthropic foundations, the John D. and Catherine T. MacArthur Foundation. In 1979, it will enter the ranks (and rankings) of American foundations at number four — behind the Ford, Robert W...