• Risk management: Roadmap to 'maturity'

    Issue: 2008 Fourth Quarter
    By: Miriam Kraus

    Spencer 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 Quarter
    By: Patrick R. Dailey

    Spencer 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 Quarter
    By: Ralph A. Walking

    Spencer 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 Quarter
    By: Frederick D. Lipman

    Spencer 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 Quarter
    By: Janice Reals Ellig

    22 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 Quarter
    By: Jay W. Lorsch

    26 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 Quarter
    By:

    28 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 Quarter
    By: Robert C. Muschewske

    30 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 Quarter
    By: Jack Dolmat-Connell

    34 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 Quarter
    By: George A. Stamboulidis

    36 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 Quarter
    By: James L. McCormick III

    Fourth 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 Quarter
    By: Priya Cherian Huskins

    42 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 Quarter
    By: Priya Cherian Huskins

    44 directors & boards Director LiabiLity policies change over time, sometimes for the worse.

  • 'That's not the real story'

    Issue: 2008 Fourth Quarter
    By: Marilyn Carson Nelson

    Leadership 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 Quarter
    By: David Bertlett

    Leadership 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 Quarter
    By: Bryn Zeckhauser

    Leadership 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 Quarter
    By: Geoff Colvin

    Leadership 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 Quarter
    By: Stewart D. Friedman

    Leadership 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 Quarter
    By: Todd Monti

    fourth 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 Quarter
    By:

    52 directors & boards Directors & BoarDs’ Directors roster SponSored by Directors Roster A quarterly record of new director appointments american i nternational Group inc.

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