Risk management: Roadmap to 'maturity'
Issue: 2008 Fourth QuarterSpencer Stuart / DirectorS & Boar DS Director S r oSter fourth quarter 2008 15 A s globalization and regula- tion intensify, many compa- nies respond to these com- p l ex i t i e s by i m p l e m e n t i n g rigorous risk management processes.
Beware 'credenzaware'
Issue: 2008 Fourth QuarterSpencer Stuart / DirectorS & Boar DS Director S r oSter 16 directors & boards C redenzaware is the term we somewhat humorously use to d e s c r i b e t h e u n re a l i ze d output of well-intended or- ganizational studies and project initia- tives that all to
'Say on pay': What the market thinks
Issue: 2008 Fourth QuarterSpencer Stuart / DirectorS & Boar DS Director S r oSter 18 directors & boards B oth presidential candidates support what has been termed “say on pay.” In general, say on pay gives shareholders an advisor y vote on CEO compensation.
On being a successful audit committee chair
Issue: 2008 Fourth QuarterSpencer Stuart / DirectorS & Boar DS Director S r oSter 20 directors & boards T he Sarbanes-Oxley Act of 2002 (SOX) transferred pow- ers from the management of a public company to its inde- pendent audit committee.
Getting from a good to a great board
Issue: 2008 Fourth Quarter22 directors & boards I ’d love to put qualified women on our board,” as- serted the CEO of a major corporation.
HBS focus: The reality of corporate boards
Issue: 2008 Fourth Quarter26 directors & boards Governance Leadership A s Harvard Business School (HBS) marks its centennial this year, it is an appropriate moment to reflect on the role its faculty has taken in shaping the functioning of corporate boards.
A steady and steely eye on governance
Issue: 2008 Fourth Quarter28 directors & boards Governance Leadership reasonable income and keeping the company out of the bankruptcy courts.” Further, Mace, in this conclusion, also recognized in 1970 a key issue directors face today (almost 40 years later): “The problem of the modern dir
Choosing a new CEO: This board got it right
Issue: 2008 Fourth Quarter30 directors & boards SucceSSion Planning B oard members know that CEO selec- tion can seem like a crap shoot.
What should we pay board members for?
Issue: 2008 Fourth Quarter34 directors & boards Director compensation O ver the last decade, board ser- vice has changed dramatically, with much more time being spent on board and board committee mat- ters and significantly more real, or perceived, risk associated with board service.
Dos and don'ts for managing a monitor
Issue: 2008 Fourth Quarter36 directors & boards RegulatoRy oveRsight T he duty of directors and manage- ment of any business is to protect the company and its shareholders’ interests.
Get real with your real estate dealings
Issue: 2008 Fourth QuarterFourth quarter 2008 39 LiabiLity and Litigation E nron and its progeny caused a dra- matic shift in the regulatory paradigm for American business.
For your more robust personal protection
Issue: 2008 Fourth Quarter42 directors & boards Director LiabiLity D irectors and officers of corpo- rations face the risk of personal li- ability for actions performed and decisions made on behalf of the corporation.
What is a personal indemnification agreement?
Issue: 2008 Fourth Quarter44 directors & boards Director LiabiLity policies change over time, sometimes for the worse.
'That's not the real story'
Issue: 2008 Fourth QuarterLeadership 46 directors & boards ‘That’s not the real story’ From How We Lead Matters: Reflections on a Life of Leader- ship by Marilyn Carson Nelson with Deborah Cundy. Copyright 2008 by Marilyn Carson Nelson.
He was the CEO, so everyone laughed
Issue: 2008 Fourth QuarterLeadership 46 directors & boards ‘That’s not the real story’ From How We Lead Matters: Reflections on a Life of Leader- ship by Marilyn Carson Nelson with Deborah Cundy. Copyright 2008 by Marilyn Carson Nelson.
How EMC's CEO quashed the 'pocket veto'
Issue: 2008 Fourth QuarterLeadership Fourth quarter 2008 47 new animal park in Florida. This park featured lots of live animals, and it quickly became the subject of a raging contro- versy that pitted the company against animal rights activists.
GE's secret weapon
Issue: 2008 Fourth QuarterLeadership 48 directors & boards a spoken commitment — “Yes, I’ll go along with it” — effec- tively quashed the pocket veto. Bryn Zeckhauser is a senior fellow at Harvard University’s Mossavar- Rahmani Center for Business and Government.
A moment that changed a career
Issue: 2008 Fourth QuarterLeadership 48 directors & boards a spoken commitment — “Yes, I’ll go along with it” — effec- tively quashed the pocket veto. Bryn Zeckhauser is a senior fellow at Harvard University’s Mossavar- Rahmani Center for Business and Government.
Joining the board of a PE-backed company
Issue: 2008 Fourth Quarterfourth Quarter 2008 49 Heidrick & StruggleS governance letter F or independent directors, s e r v i c e o n t h e b o a r d o f a company backed by a private equity (PE) firm offers expo- sure to unique professional, and potentially financially rewarding, opportun
Directors Roster
Issue: 2008 Fourth Quarter52 directors & boards Directors & BoarDs’ Directors roster SponSored by Directors Roster A quarterly record of new director appointments american i nternational Group inc.