Vol. 34 No. 2, January 2010
Index
- A ready resource.
- Then and now.
- Kitzur Shulchan Aruch as an M&A guide.
- It's a tougher world; A director visits with his former CEO, now residing in the Gray Bar Hotel.
- Advancement rights: are you covered? Two recent Delaware decisions emphasize the need to review these rights and to monitor developments in this area.
- When a D&O policy could leave you bare: don't presume that your 'mother company' policy offers any protection when you accept an outside board seat.
- CEO-centric firms: risks and remedies; Improved governance is one natural antidote to the downside of CEO domination.
- 2010 goal setting: strike the right balance; The recommended steps to move from a 'mark-to-budget' approach to a 'mark-to-shareholder' approach.
- The Great Divide: to separate the chairman and CEO roles, or not? To make such a separation mandatory, or not? A panel of experts tackles the thorny theoretical issues and practical concerns involved in splitting the two top leadership positions of the corporation.
- What you want in a nonexecutive chair: a full understanding and development of this role is still in its infancy.
- Revisiting the pay of the nonexecutive chair: analysis shows inconsistencies in compensation of executive and nonexecutive chairs.
- Let's have no 'outrageous failure of policy'; Bad regulations addressing executive compensation at the national level threaten to lead to bad practices at the board level.
- Beware unintended consequences: mandatory disclosure of the impact of compensation on risk will force boards to review risks in great detail.
- Principles-based governance of executive compensation: a group of independent directors, concerned about the state of executive compensation, is encouraging boards to adopt guiding principles.
- Myths and realities of executive compensation board members need to know what is working--and what isn't--in executive compensation, and base their views on available facts.
- The SEC's expanded governance and executive compensation disclosure requirements; New rules for the 2010 proxy season take effect on February 28.
- "Say on pay" is coming: boards should act now to prepare for "say on pay.".
- Toward a better pay governance model: a review of the SEC's new compensation consultant fee-disclosure requirements.
- The Directors & Boards survey; CEO and director compensation.
- What's all this i'm hearing about "compensation risk?" Five ways for directors to make sense of compensation risk.
- Implementing risk-adjusted executive performance compensation; Risk-based executive performance compensation is the wave of the future.
- 10 things every director should know about risk; The focus on risk has only just begun. If you don't have a regular risk assessment program or a risk committee on your board, you will.
- Risk oversight is a 'team sport': When considering a board-level risk committee, the board first must clarify its own oversight responsibility as well as the oversight responsibilities of its standing committees. Here is a way to get at that.
- Book it: best bets for board reading from a roundup of new books, leadership insights on company heroes, market research, buying a D&O insurance policy, the secret of executive presence ... and, the good life.
- After 2009, the flood--of new intervention; What directors can do to prepare themselves for new waves of investor scrutiny and regulatory reach into the boardroom. The key: think like a shareholder.
- Directors Roster: a quarterly record of new director appointments.
- If he had it to do all over: Dennis Kozlowski, from prison: I was the victim of a weak board.