Vol. 34 No. 3, March 2010
Index
- Back to school.
- Black box.
- Celebrity hit parade: a stock price bump ... then what?
- Whimsies, fads, and lipstick on pigs: stay focused, and stick with what's important.
- Going off the GRId: there are sound reasons why boards should not blindly follow the new RiskMetrics model.
- What ugly succession planning looks like: 'hangers on,' 'slow leakers,' and other atrocities.
- FCPA ups the risk: the need to have a dynamic compliance program to combat corruption is absolutely urgent.
- Foundation principles of good governance: Drexel's Director's Dialogue 2010 truly brought together theory and practice as we explored how value is created.
- Selecting an independent compensation consultant: here are the important criteria boards should apply.
- Expectations have changed: just don't let the dire past predictions come back to haunt the board.
- Who speaks for the board? Asked another way, should the board have its own 'voice'? Here is what we learned when we went in search of a 'new normal' best practice that boards should consider adopting.
- Five suggestions to give directors a voice: until boards have greater freedom to speak on their own behalf, relations with shareholders will continue to be adversarial.
- No posturing for public consumption: the board 'speaks' through its oversight and through its advice to top management.
- When the enemy is us: too many chiefs, too little crisis planning.
- The 'very public' public director: there is a new skill that boards must cultivate--the ability to communicate.
- No more hiding behind management's voice: the question now is not whether ... but who from the board speaks, and under what circumstances.
- The general rule is best--one voice only.
- Any 'breaking of silence' must pass two basic tests.
- A missing director: why aren't more PR experts on boards?
- There are benefits to all in increasing the director's voice: enhancing the role of directors might actually improve the public perception of corporate executives, now at low ebb.
- The best way to lead: one voice and a consistent message: unanimity and shared commitment to strategic goals are crucial to superior performance.
- It's 'show me' time: boards need to better demonstrate their leadership to the public.
- Let's focus on the board hearing from the owners: at critical points, one-on-one unfiltered communication between owners and board members is absolutely essential.
- Listen to the investor's voice: yes, there is a case for the board to speak, and also to listen.
- Communicating by proxy is no longer enough.
- Distinguish between 'war time' and 'peace time': in contentious situations, most public communications by boards are best accomplished through press releases or prepared statements.
- Keep the board's voice orderly and 'on message': loose-cannon directors interfere with the disciplined persona the board should project and can fuel concerns that the board itself is not united.
- How executive pay lost its way: two misguided notions are making it exceptionally difficult for directors to create strong incentives at reasonable cost to the shareholders.
- Make CEOs earn their pay: here is how compensation committee members need to start thinking about the next generation of stock options.
- Sound advice, roundly dismissed.
- A sense of the value of things: that is what we should look to the board for when a transaction is on the table or when management is in hot pursuit of a deal.
- The outlook for M&A in 2010: a board member's read on M&A for the year ahead: think 2011.
- Signs of increased M&A activity are encouraging for 2010: acquisitions and lending should gradually climb during 2010 barring a major economic glitch.
- 2010 M&A outlook: two views on the potential for increased M&A activity this year.
- Executive pay issues at "merger time": it is precisely the balance between "indifference to a merger" and inappropriate motivation to do a deal at a lower premium that compensation committees need to get right.
- Limiting director liability in mergers, demergers and spin-offs: boards need to carefully consider whether shareholders will be damaged after transforming a conglomerate into multiple stand-alone businesses.
- The Directors & Boards survey: Mergers & Acquisitions 2010.
- Preparing your company for sale: there are five action items that a board should consider to bolster its company's value and to improve the sales process.
- Expert advice and director liability: seeking expert advice is an effective way of shielding directors from potential liability.
- Considerations for directors of troubled insurance companies: what are the key concerns a director should have if his or her insurance company is, or may soon be, insolvent?
- Three mistakes of search committees: it' s so easy, and so reckless, to fall in love with the wrong candidates.
- What drives those in the driver's seat: want a higher level of engagement on your board? Here are suggestions for CEOs to more effectively interact with board members and, likewise, for directors to better interact with their CEO.
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game, the dangers of denial, the new activism, director dilemmas, and memorable board moments.: Memorable moments from a board meeting.
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game, the dangers of denial, the new activism, director dilemmas, and memorable hoard moments.: How to win the career game.
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game, the dangers of denial, the new activism, director dilemmas, and memorable board moments.: Time for a new activism.
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game, the dangers of denial, the new activism, director dilemmas, and memorable board moments.: Witness to a firestorm.
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game, the dangers of denial, the new activism, director dilemmas, and memorable board moments.: Reality? What reality?
- Book it: Best bets for board reading: From a roundup of new books, leadership insights on winning the career game,the dangers of denial, the new activism, director dilemmas, and memorable board moments.: What to do, director?
- Dealmakers wanted: what directors really expect of their board colleagues who have M&A experience.
- Directors Roster: a quarterly record of new director appointments.
- A new global voice in governance: these 'wise counselors' are a force for improving board standards and performance.